Albert

Investor Relations

Welcome to the investor section of our site. The pages in this section contain all the information that is required to be disclosed in accordance with Rule 26 of the AIM Rules.

Albert Technologies Ltd. (formerly Adgorithms Ltd.) was founded in 2010 by Or Shani, the Company’s CEO, and is headquartered in Tel Aviv, Israel. Or worked for leading online advertising companies such as Online365 — now WebForce – and recognized the inefficiency of manual, human campaign management. Or’s vision was to develop an intelligent, cloud-based solution to make the digital marketing process more efficient. And so Albert – our autonomous artificial intelligence marketing platform – was born!

We employ software engineers and experts in the fields of artificial intelligence, data analysis, statistics, applied mathematics and behavioral sciences to develop our software. Among the team members are a number of former employees of the Israeli Army Elite Cyber Security Intelligence Unit, an organization into which only a small number of the country’s most talented individuals are recruited each year (one of whom is Tomer Naveh, our CTO).

Following four and a half years of research, development and investment, the company introduced Albert in 2012. Albert is a cloud-based artificial intelligence platform that plugs into a digital marketer’s existing tech stack and operates it. An intelligent collection of over 200 different skills, Albert processes and analyzes audience and tactic data at scale, autonomously allocating budget, optimizing creative and evolving campaigns across paid search, social and programmatic channels. The result: better allocation of budget against channels, audiences and tactics in search, social and programmatic channels.

Instead of just using technology, Albert empowers marketers to collaborate with it. Albert takes on data processing, analysis and pattern discovery autonomously. Instantly acting on insights, Albert amplifies their capabilities beyond the limits of a human alone or simple automation. Albert helps teams learn and experiment, creating entirely new possibilities and outcomes for consumer brands and agencies.

The following information has been extracted without material adjustment from the full AIM Admission Document. Prospective investors should read the whole of this document and should not rely solely on this summary.

Year ended
31 December 2015
US$’000
Year ended
31 December 2016
US$’000
Year ended
12/31/2016
US$’000 Continuing Operations
Year ended
12/31/2017
US$’000 Continuing Operations
Revenues 22,076 16,403 230 1733
Cost of revenues 15,357 13,247 33 284
Gross profit 6,719 3,156 197 1449
Adjusted EBITDA 2,165* (7,922)* (8,351)** (11,381)**

*
Excludes share based compensation expenses of $1,064 thousand (COGS-$20, R&D-$519, S&M-$366 and G&A-$159) and $7,533 thousand (COGS-$41, R&D-$5,838, S&M-$236 and G&A-$1,418) in 2016 and 2015, respectively, and IPO bonuses in 2015 in the amount of $1,191 thousand and relocation bonus to Or Shani in 2015 in the amount of $50 thousand.

**
Excludes share based compensation expenses of $361 thousand (R&D-$197, S&M-$109 and G&A-$55) and $874 thousand (R&D-$349, S&M-$366 and G&A-$159) in 2017 and 2016, respectively.

Albert Technologies Ltd.’s shares are traded on AIM, a market operated by the London Stock Exchange.

Company: Albert Technologies Ltd.
TIDM: ALB
ISIN: IL0011354904
SEDOL: BX7RHQ9

The Company’s issued share capital consists of 99,734,917 ordinary shares with a nominal value of NIS0.01 each (“Ordinary Shares”), each share having equal voting rights.

The Company does not hold any Ordinary Shares in treasury.

The Company is aware of the following shareholders who are interested, directly or indirectly, in 3% or more of the Company’s issued share capital:

Shareholder Percentage of issued share capital
Or Eliezer Shani* 29.25%
Schroder Investment Management Limited 12.36%
Hargreave Hale Limited 11.81%
Richard Griffiths 9.66%
Rathbones 3.95%
Tomer Naveh 3.74%
Or Russo 3.64%
Inflection Point Investments LLP 3.63%

*
Held through the Or Shani Irrevocable Trust

In accordance with AIM Rule 26 in so far as the Company is aware, the percentage of the Company’s issued share capital that is not in public hands is approximately 53.53%.

-Last updated 23 October 2018

Lisa Gordon, Independent Non-Executive Chairman

Lisa Gordon brings over 23 years of industry experience to Albert. She was a founder Director and Corporate Development Director of Local World, a large media network focused on regional news via online and print titles in the UK which was acquired by Trinity Mirror Plc in November 2015. She previously served on the board of Chrysalis Group plc, as Corporate Development Director and latterly CEO of Chrysalis New Media. She started her career in the City as a research analyst and part of the No 1 Extel rated Media and Leisure team for County Natwest. She was appointed as Independent Non-Executive Director of Albert in June 2015 and Independent Non-Executive Chairman in September 2018. Lisa is also a Non-Executive Director of Alpha FX plc, the listed currency risk management business and Magic Light Pictures, the leading children TV and Film producer.

Or Shani, Chief Executive Officer

Or Shani founded Albert Technologies Ltd. in 2010. He has significant leadership experience from the online advertising industry, previously serving as the Head of Online Marketing at Online365 (now WebForce), Director of Trading Business Development at SupersonicAds and Head of Affiliates and Media Team at ValueNet. Previously, he worked at Mansion Group, an online gaming operator, in a Media Buying capacity. Or also served as an officer in the Israeli Air-Force for 8 years.

Yoram Freund, Chief Financial Officer

Yoram Freund has significant financial leadership experience within the technology industry. He served as VP Finance at Radware Ltd., a large NASDAQ listed company, for 6 years and had been with Radware Ltd for 17 years. Among his expertise: M&A, Global Operations, SEC Regulations. Prior to this Yoram worked at KPMG. Yoram is a qualified accountant.

Robert Norman, Independent Non-Executive Director

Robert Norman carries significant media agency experience having retired as Global Chief Digital Officer of GroupM in December 2017, after 31 years with companies within the WPP media agency network, and continues to act as a Senior Advisor to GroupM following his retirement. Rob started his career with CIA, part of the Tempus Group, until its acquisition by WPP in 2001. Following the sale of Tempus to WPP, Rob became UK Chairman of Media Edge: CIA, which later became known as MEC, in 2002. He became Chief Executive of Group M Interaction in New York in 2005, Chief Executive of Group M North America in 2011 and Global Chief Digital Officer in 2012. Rob was appointed as Independent Non-Executive Director of Albert in September 2018.

Barak Salomon, Independent Non-Executive Director and External Director

Barak Salomon has extensive experience in private equity investments in the technology and industrial sectors. Barak is a Founding Partner at Q3P, an investment group focusing in industrial investments, and serves as board member at Amir Marketing & Investments, an Israel-based public company. Previously, Barak was with Viola Private Equity, a technology growth capital and buyout fund, managing all the investment team and executing investments in the technology and industrial sectors. Prior to Viola, Barak worked in the Technology group of Apax Partners in Israel. Barak holds an MBA from the MIT Sloan School of Management and a Bachelor’s degree in mathematics and computer science (cum laude) from Bar Ilan University in Israel.

Meir Moshe, Independent Non-Executive Director and External Director

Meir Moshe carries significant experience as senior executive and financial expert, with proven record in the High-Tech industry. Meir served as Chief Financial Officer of Radware Ltd., a NASDAQ traded company, for17 years, among which he led the IPO and the Secondary Offering of the company and built the infrastructure for a world-wide company while managing cross company global activities. Prior to this Meir served as the CFO of Formula Group and a Director of Formula Ltd., and led several IPO’s and Secondary Offerings of the Group companies. Prior to this Meir served as CFO of Koor Communications. Meir started his career in Ernest & Young and is a qualified accountant. Meir holds BA in Accounting and Economics from Tel Aviv University. Meir was appointed as Independent Non-Executive Director of Albert in September 2018.

Senior Management

Or Russo, Chief Operating Officer and Head of Data Research

Or Russo joined Albert Technologies Ltd. in 2012. He has experience in organisational management and data research. He was previously an officer in the Israeli Air Force. He also served in the Air Force’s strategic planning branch, in which he deployed the use of data research in order to plan for the future and solve complex problems. Or’s expertise is the ability to combine between the analytic field of data research and operational side of business execution.

Tomer Naveh, Chief Technology Officer

Tomer Naveh has 22 years of experience in software development, including 15 years in consulting and executive management. Prior to Albert Technologies Ltd., he served as the Head of Innovation at SundaySky, an Israeli company providing automatically generated videos for online businesses and retailers, where he established the company’s online advertising offering used by brands such as Office Depot and Lenovo. Previously, Tomer was co-Founder and CEO of Glydo, a startup in the online content recommendations space. He was also Vice President of R&D at Onset Technology and MessageVine, and co-owner of Zoop software solutions. Previously, he was a member of the Israeli Army Elite Cyber Intelligence Unit. He is an MBA graduate from Indiana University and additionally holds an MSc in Computer Science (Cum Laude) from the Hebrew University of Jerusalem, and a BSc in Mathematics (Cum Laude) and Computer Science (Summa Cum Laude) from Tel-Aviv University.

Chairman’s introduction

Albert Technologies Ltd. (“Albert”, “the Company” or “Group’) is committed to maintaining the highest standards of corporate governance throughout its operations and ensuring that all of its practices are conducted transparently, ethically and efficiently. Therefore, and in compliance with the AIM Rules for Companies, the Company has chosen to formalise its governance policies by complying with the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”) to the extent that the Directors consider it appropriate, and having regard to the Company’s size, board structure, stage of development and resources. The QCA Code identifies ten principles to be followed in order for companies to deliver growth in long term shareholder value, encompassing and efficient, effective and dynamic management framework accompanied by good communication to promote confidence and trust.

The sections below set out the ways in which Albert applies the ten principles of the QCA Code in support of Albert’s medium to long-term success.

1

Establish a strategy and business model which promote long-term value for shareholders

We are focused on promoting the Company’s success while assuring the overall long-term growth prospects of the Company and building shareholder value. Our main business strategies are:

  • “Land and expand” – continued expansion of business with existing customers, through geographic expansion, brands expansion and channels expansion;
  • Strategic partnerships – partnering with strategic partners and advertising agencies to promote our offering;
  • Distribution partnerships – partnering with distributors & resellers to distribute our product.

The strategy and business operations of the Company are set out in the Strategic Report on pages 4 to 9 of our 2017 Annual Report.

The Company’s strategy and business model, are developed by the Chief Executive Officer and his senior management team, and interrogated and approved by the Board. The management team, led by the Chief Executive Officer, is responsible for implementing the strategy and managing the business at an operational level on a day-to-day basis.

2

Seek to understand and meet shareholder needs and expectations

Albert is committed to providing up to date corporate information to existing and potential shareholders. The Company seeks to maintain a regular dialogue with both existing and potential new shareholders through meetings around the publication of the interim and preliminary results, in order to communicate the Company’s strategy and progress and to understand the needs and expectations of shareholders.

Beyond the Annual General Meeting, the Chief Executive Officer, Chief Financial Officer and, where appropriate, other members of the senior management team meet regularly with investors and analysts to provide them with updates on the Company’s business and to obtain feedback regarding the market’s expectations of the Company.

The Company’s investor relations activities encompass dialogue with both institutional and private investors. The Company also endeavors to maintain a dialogue and keep shareholders informed through its public announcements and Company website. Albert’s website provides not only information specifically relevant to investors (such as the Company’s annual report and accounts and investor presentations) but also regarding the nature of the business itself with considerable detail regarding the services it provides and the manner in which it carries on its business.

Notice of the AGM is in excess of 21 clear days and the business of the meeting is conducted with separate resolutions, voted on initially by a show of hands and with the result of the voting being clearly indicated. The results of the AGM are subsequently published on the Company’s corporate website and are announced through a regulatory information service. The Annual General Meeting of the Company, normally attended by the Chairman and part of the Directors, provides the Board the opportunity to report to shareholders on current and proposed operations and developments, and also enables shareholders to express their views of the Group’s business activities. Shareholders are encouraged to attend and are invited to ask questions during the meeting and to meet with the Directors after the formal proceedings have ended.

Our Independent Non-Executive Chairman is available to shareholders where concerns have not been resolved through the normal channels of communication with the Board and for when such contact would be inappropriate.

The Company discloses contact details on its website and on all announcements released via RNS, should shareholders wish to communicate with the Board.

3

Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Company is aware of its corporate social responsibilities and the need to maintain effective working relationships across a range of stakeholder groups. These include the Company’s employees, partners, suppliers, regulatory authorities and customers. The Company’s operations and working methodologies take account of the need to balance the needs of all of these stakeholder groups while maintaining focus on the Board’s primary responsibility to promote the success of the Company for the benefit of its members as a whole.

Our employees are at the heart of our business and we consistently strive to ensure they have the opportunity to develop in a job they enjoy. We perform periodic reviews with our employees to ensure these targets are met.

The Board closely monitors employee retention issues to address where possible any concerns raised and ensure the alignment of interests between the Company and that of our employees.

Suppliers and business partners – we maintain close relationships and communication with our business partners and major suppliers to ensure healthy workflows and relationships to support our daily activity and long-term targets. Such close relationships are also important for us in order to be aligned with our business partners’ product modification and enhancements.

Customers and communities - we maintain dedicated Customer Success and Professional Services teams to support and enhance our customer relations and to address customer needs on a day-to-day basis. We initiate periodic discussions with our customers, as well as visits to our major customers in order to discuss current and future relationship.

4

Embed effective risk management, considering both opportunities and threats, throughout the organization

The Board is responsible for the Company’s system of internal controls and for reviewing its effectiveness. Such a system is designed to mitigate the risk of failure to achieve business objectives and can only provide reasonable, but not absolute, assurance against material misstatement or loss.

There is an ongoing process for identifying, evaluating and managing the Company’s significant risks and this is periodically reviewed by the Board.

The internal control procedures are delegated to Executive Directors and senior management in the Company, operating within a clearly defined departmental structure. The Company also employs an Internal Auditor, who submits an annual audit plan to the Board for approval. The internal auditor performs audits throughout the year on topics chosen by the Board and presents his findings to the Board.

On a monthly basis, management accounts, including a comprehensive cash flow forecast, are reviewed by the Board in order to provide effective monitoring of financial performance. At the same time the Board considers other significant strategic, organizational and compliance issues to ensure that the Company’s assets are safeguarded and financial information and accounting records can be relied upon.

The Company maintains appropriate insurance cover in respect of actions taken against the Directors because of their roles, as well as against material loss or claims against the Company. The insured values and type of cover are comprehensively reviewed on a periodic basis.

5

Maintain the Board as a well-functioning, balanced team led by the Chair

Albert’s Board currently comprises 4 Non-executive Directors and 2 Executive Directors.

All of the Directors are subject to election by shareholders at the first Annual General Meeting after their appointment to the Board and will continue to seek re-election at least once every three years.

Directors’ biographies are set out on the Company’s website.

The Board is responsible to the shareholders for the proper management of the Company and meets on a regular basis (in person and by telephone) to review the Company’s operations and performance, as well as to set the overall direction and strategy of the Company. All key operational and investment decisions are subject to Board approval.

The Board considers itself to be sufficiently independent. The QCA Code suggests that a board should have at least two independent Non-executive Directors. All of the Non-executive Directors, including the Chairman, who currently sit on the Board of the Company are regarded as independent under the QCA Code’s guidance for determining such independence.

Non-executive Directors receive their fees in the form of a basic cash fee and in addition may receive an equity-based fee in the form of share options under the Company’s Share Option Scheme. To avoid any incentive effect that may influence the Non-executive Directors’ independence, these share options vest over three years on a straight-line basis and are not subject to performance conditions. The option grants concerned are not deemed to be significant, either for any individual Non-executive Director or in aggregate.

The Board has sufficient members to contain the appropriate balance of skills and experience to effectively operate and control the business. No one individual has unfettered powers to make decisions.

The Chairman’s main responsibility is the leadership and management of the Board and its governance. She holds regular and separate discussions with the Chief Executive and the Non-Executive Directors to discuss matters for the Board. The Chief Executive is responsible for the leadership and day-to-day management of the Company. This includes formulating and recommending the Company’s strategy for Board approval and executing the approved strategy.

The Board meets regularly (in person or by telephone conference), at least 12 times a year and more frequently if necessary. In addition to this the Board attends annual or semi-annual strategy meetings.

The Company has established an Audit Committee, Remuneration Committee and Nominations Committee, each with formally delegated duties and written terms of reference. Details and membership of all committees can be found in the Investor section of the Company website (www.albert.ai)

6

Ensure that between them, the directors have the necessary up-to-date experience, skills and capabilities

The Board considers that all of the Non-executive Directors are of sufficient competence and calibre to add strength and objectivity to its activities, and bring considerable experience in business, operational and financial aspects of the Company.

The Directors’ biographies are set out in the Company’s website.

The Chairman, in conjunction with the Chief Executive and Chief Financial Officer, ensures that the Directors’ knowledge is kept up to date on key issues and developments pertaining to the Company, its operational environment and to the Directors’ responsibilities as members of the Board. During the course of the year, Directors received updates from external advisers on a number of corporate governance matters.

The directors of the Company are appointed by the shareholders of the Company. The Company’s articles of association (the “Articles”) require the directors (other than External Directors) to retire and if wishing to serve again, to offer themselves for re-election by the shareholders at each Annual General Meeting. In accordance with the Israeli Companies Law, 5759-1999 and the rules and regulations promulgated thereunder (the “Companies Law”) the Company is required to appoint at least two External Directors, who meet certain independence criteria prescribed by the Companies Law and are also subject to certain duties and responsibilities prescribed by the Companies Law. Subject to the provisions of the Companies Law, each External Director serves as a director for a minimum period of three years. New nominees for the position of directors, including External Directors, are identified and recommended for election by the Company’s nomination committee following a thorough selection process.

7

Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

At the current stage of the Company’s development, assessment of the Board’s performance and that of its committees will be undertaken by the Board as a whole, led by the Company’s Chairman. Although the Company has no formal procedure currently in place for measuring the effectiveness of the Board, the Board will be formulating a process under which the Chairman of the Board, taking into account the opinions and insights of its auditors, Nominated Adviser, legal and other advisers, will assess the individual contributions of each of the members of the team to ensure that:

  • Their contribution is relevant and effective
  • That they are committed
  • Where relevant, they have maintained their independence

Over the next 12 months we intend to review the performance of the Board as a unit to ensure that the members of the Board collectively function in an efficient and productive manner.
The effectiveness of the Board and its committees will be kept under review in accordance with corporate governance best practice and at a minimum on an annual basis.

8

Promote a corporate culture that is based on ethical values and behaviors

The Board seeks to maintain the highest standards of integrity and probity in the conduct of the Company’s operations. These values are enshrined in the written policies and working practices adopted by all employees in the Company. An open culture is encouraged within the Company, with regular communications to staff regarding progress and staff feedback regularly sought. The Executives regularly monitor the Company’s cultural environment and seek to address any concerns than may arise, escalating these to Board level as necessary.

The Company is committed to providing a safe environment for its staff and all other parties for which the Company has a legal or moral responsibility in this area.

We recognize that it’s our people that make us different, and we strive to recruit, retain, engage and develop the best. We continue to encourage an honest and supportive culture.

Our comprehensive set of policies and procedures cover all of our operations. They are constantly updated and communicated to all of our employees through monthly Company meetings we hold or under specific circumstances.

9

Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The Board has overall responsibility for promoting the success of the Company. The Executive Directors have day-to-day responsibility for the operational management of the Company’s activities. The Non-executive Directors are responsible for bringing independent and objective judgment to Board decisions.

There is a clear separation of the roles of Chief Executive Officer and Non-executive Chairman. The Chairman is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board’s decision-making and ensuring the Non-executive Directors are properly briefed on matters. The Chairman has overall responsibility for corporate governance matters in the Company and chairs the Nominations Committee. The Chief Executive Officer has the responsibility for implementing the strategy of the Board and managing the day-to-day business activities of the Company. The Company Secretary is responsible for ensuring that Board procedures are followed and applicable rules and regulations are complied with.

The Board has established an Audit Committee, Remuneration Committee and Nominations Committee with formally delegated duties and responsibilities. Lisa Gordon is the Chairman of our Board and chairs the Nomination Committee, Meir Moshe chairs the Audit Committee, and Barak Salomon chairs the Remuneration Committee.

The Audit Committee normally meets twice a year and at other times if necessary and has responsibility for, amongst other things, planning and reviewing the annual report and accounts and interim statements involving, where appropriate, the external auditors. The Committee also approves external auditors’ fees and ensures the auditors’ independence as well as focusing on compliance with legal requirements and accounting standards. It is also responsible for ensuring that an effective system of internal control is maintained. The ultimate responsibility for reviewing and approving the annual financial statements and interim financial statements remains with the Board.

The Remuneration Committee, which meets as required, but at least once a year, has responsibility for making recommendations to the Board on the compensation of senior executives and determining, within agreed terms of reference, the specific remuneration packages for each of the Executive Directors. It also supervises the Company’s share incentive schemes and sets performance conditions for share options granted under the schemes.

The Company also adopted a Remuneration Policy, which sets guidelines and framework for all remuneration aspects with regards to the Company’s employees, Executives and Directors. Such policy was approved by the Board and by the Company’s shareholders.

The Nominations Committee, which meets as required, but at least once a year, has responsibility for reviewing the size and composition of the Board, the appointment of replacement or additional Directors, the monitoring of compliance with applicable laws, regulations and corporate governance guidance and making appropriate recommendations to the Board.

During the year, the Chairman of each committee provides the Board with a summary of key issues considered at the committee meetings. Board committees are authorized to engage the services of external advisers as they deem necessary in pursuit of their duties at the Company’s expense.

10

Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

Communications with shareholders is through the Annual Report and Accounts, full-year and half-year announcements, periodic market announcements (as appropriate), the AGM, one-to-one meetings and investor road shows.

The Company places a high priority on regular communications with its various stakeholder groups and aims to ensure that all communications concerning the Company’s activities are clear, fair and accurate. The Company’s website is regularly updated.

The Company’s financial reports can be found in the Company Documents section in the Company’s website.

Notices of General Meetings of the Company and its results of voting can be found in the Company Documents section or the Regulatory News section in the Company’s website.

September 2018

About Albert Technologies Ltd.

Please click here to read about Albert Technologies Ltd.

Board of Directors & Corporate Governance

Please click below for the names, responsibilities and brief biographies of our directors including details of committees and their members.

Country of Incorporation and Main Country of Operation

Country of Incorporation: Israel
Company registration number: 514497601
Main Country of Operation: Israel
The rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

Country of Incorporation and Main Country of Operation

Please click here for details of current constitutional documents.

Details of any other exchanges or trading platforms

The Company is not listed on any other exchanges or trading platforms

Details of any Restrictions on the Transfer of AIM Securities

All of our issued Ordinary Share Capital have no restrictions on transfer.

Number of AIM Securities in Issue

Please click here for the number of securities in issue, the number of securities held as treasury shares and, insofar as the Company is aware, the percentage of securities that is not in public hands together with the identity and percentage holdings of significant shareholders.

Company Announcements, Company Reports and Circulars

Takeover code

As the Company is incorporated in Israel, it is subject to Israeli law and the UK City Code on Takeovers and Mergers does not apply.

Advisers

Please click here for details of the Company’s key advisers

Nominated Adviser and Broker

Cantor Fitzgerald
One Churchill Place
Canary Wharf
London, E14 5RB
United Kingdom

UK legal advisers

BRYAN CAVE LEIGHTON PAISNER LLP
Adelaide House
London Bridge
London EC4R 9HA

Israeli legal advisers

Hirsch-Falk & Co., Law Offices
7th Floor, The Rubinstein House
20 Lincoln Street
Tel Aviv 6713412

Auditors

Ernst & Young Global
144 Menachem Begin Road
Tel Aviv 6492102, Israel

Registrars

Link Asset Services
Northern House
Woodsome Park
Fenay Bridge
Huddersfield, HD8 0GA

Albert Technologies Ltd
Or Shani, Chief Executive Officer
Yoram Freund, Chief Financial Officer
yoram@albert.ai
Tel: +972 3537 7137

2017
Annual Report

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2016
Annual Report

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2015
Annual Report

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