Ronnen Harary, Anton Rabie and Ben Varadi sell subordinate voting shares of Spin Master Corp. in secondary offering

/NOT FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, May 24, 2017 /CNW/ - Ronnen Harary, Anton Rabie, and Ben Varadi (collectively, the "Founders") announced today that, pursuant to a prospectus supplement dated May 16, 2017 to the final base shelf prospectus dated April 28, 2017 of Spin Master Corp. (the "Company"), the Founders indirectly sold an aggregate of 3,681,000 subordinate voting shares (the "Subordinate Voting Shares") of the Company (the "Secondary Offering"). The Subordinate Voting Shares indirectly sold by the Founders were issued immediately prior to the Secondary Offering upon conversion of an equivalent number of multiple voting shares of the Company (the "Multiple Voting Shares"). 1,227,000 Multiple Voting Shares indirectly owned by Ronnen Harary were converted into 1,227,000 Subordinate Voting Shares (of which 490,550 were donated to a not-for-profit charitable corporation controlled by Ronnen Harary), 981,600 Multiple Voting Shares indirectly owned by Anton Rabie were converted into 981,600 Subordinate Voting Shares and 1,472,400 Multiple Voting Shares indirectly owned by Ben Varadi were converted into 1,472,400 Subordinate Voting Shares and sold pursuant to the Secondary Offering.  Prior to the conversion, each of the Founders did not beneficially own or have control over any Subordinate Voting Shares and upon completion of the Secondary Offering each of the Founders continued to not beneficially own or have control over any Subordinate Voting Shares.

The purposes of the Secondary Offering included increasing the available float of free-trading shares, in order to enhance the trading liquidity of the Company's shares and satisfying institutional demand for the Company's equity.

The Subordinate Voting Shares were sold in the Secondary Offering at a price of $40.75 per Subordinate Voting Share and, after deducting the applicable underwriting commissions, holding companies controlled by Ronnen Harary, Anton Rabie and Ben Varadi received proceeds of $28,010,327.50, $38,400,192.00 and $57,600,288.00, respectively, and a not-for-profit charitable corporation controlled by Ronnen Harary received proceeds of $19,989,912.50.

Prior to the Secondary Offering, Ronnen Harary indirectly owned 32,450,073 Multiple Voting Shares (representing approximately 42.0% of the issued and outstanding Multiple Voting Shares), Anton Rabie indirectly owned 32,450,073 Multiple Voting Shares (representing approximately 42.0% of the issued and outstanding Multiple Voting Shares) and Ben Varadi directly and indirectly owned 12,330,666 Multiple Voting Shares (representing approximately 16.0% of the issued and outstanding Multiple Voting Shares). Pursuant to the terms of an agreement among the Founders, entities controlled by the Founders, and the Company (the "Principal Shareholders Agreement"), the Founders may be joint actors of one another. Collectively, pursuant to the Principal Shareholders Agreement, the Founders jointly control 100% of the issued and outstanding Multiple Voting Shares and upon completion of the Secondary Offering continued to jointly control 100% of the issued and outstanding Multiple Voting Shares.

Upon completion of the Secondary Offering, Ronnen Harary now indirectly owns 31,223,073 Multiple Voting Shares (representing approximately 42.5% of the issued and outstanding Multiple Voting Shares), Anton Rabie now indirectly owns 31,468,473 Multiple Voting Shares (representing approximately 42.8% of the issued and outstanding Multiple Voting Shares) and Ben Varadi now indirectly owns 10,858,266 Multiple Voting Shares (representing approximately 14.8% of the issued and outstanding Multiple Voting Shares).

Pursuant to the terms of the Multiple Voting Shares, they are each convertible into Subordinate Voting Shares, on a one-for-one basis, and will convert automatically upon the occurrence of certain events and may be converted at any time at the option of the holder.  Upon completion of the Secondary Offering, the Multiple Voting Shares now beneficially owned by Ronnen Harary, Anton Rabie and Ben Varadi represent approximately 30.7%, 31.0% and 10.7% of the issued and outstanding Subordinate Voting Shares, on a partially-diluted basis, assuming that the Multiple Voting Shares owned directly and indirectly by the Founders were converted into Subordinate Voting Shares in accordance with their terms. Collectively, pursuant to the Principal Shareholders Agreement, the Founders control approximately 72.4% of the issued and outstanding Subordinate Voting Shares, on a partially-diluted basis, assuming that the Multiple Voting Shares owned directly and indirectly by the Founders were converted into Subordinate Voting Shares in accordance with their terms.

Subject to applicable law and other agreements to which the Founders are party, the Founders may purchase or sell securities of the Company from time to time.

The Subordinate Voting Shares are currently listed for trading on the Toronto Stock Exchange, while the Multiple Voting Shares are not listed on a marketplace.

For further information and to obtain a copy of the early warning report to be filed under applicable Canadian securities laws in connection with the foregoing matters, please see the Company's profile on SEDAR at www.sedar.com. The Company's head office is located at 121 Bloor Street East, Toronto, Ontario, M4W 3M5.

SOURCE Ronnen Harary, Anton Rabie and Ben Varadi



For further information: Ronnen Harary, 121 Bloor Street East, Toronto, Ontario, M4W 3M5, 416-364-6002; Anton Rabie, 121 Bloor Street East, Toronto, Ontario, M4W 3M5, 416-364-6002; Ben Varadi, 121 Bloor Street East, Toronto, Ontario, M4W 3M5, 416-364-6002

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