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, Aug. 15, 2018 /CNW/ - Ronnen Harary, Anton Rabie, and Ben Varadi (collectively, the "Founders") announced today that, pursuant to a prospectus supplement dated August 8, 2018 to the final base shelf prospectus dated April 28, 2017 of Spin Master Corp. (the "Company"), the Founders indirectly sold an aggregate of 2,794,800 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"). 931,600 Multiple Voting Shares beneficially owned by Ronnen Harary were converted into 931,600 Subordinate Voting Shares (of which 279,500 were donated to a not-for-profit charitable corporation controlled by Ronnen Harary), 931,600 Multiple Voting Shares beneficially owned by Anton Rabie were converted into 931,600 Subordinate Voting Shares and 931,600 Multiple Voting Shares beneficially owned by Ben Varadi were converted into 931,600 Subordinate Voting Shares and sold pursuant to the Secondary Offering.  Prior to the Secondary Offering, each of the Founders directly owned 14,102 Subordinate Voting Shares and upon completion of the Secondary Offering each of the Founders continued to own 14,102 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 C$53.40 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 C$33,429,254.40, C$47,757,542.40 and C$47,757,542.40, respectively, and a not-for-profit charitable corporation controlled by Ronnen Harary received proceeds of C$14,328,288.00. 

Prior to the Secondary Offering, Ronnen Harary beneficially owned 31,223,073 Multiple Voting Shares (representing approximately 42.4% of the issued and outstanding Multiple Voting Shares), Anton Rabie beneficially owned 31,468,473 Multiple Voting Shares (representing approximately 42.8% of the issued and outstanding Multiple Voting Shares) and Ben Varadi beneficially owned 10,858,266 Multiple Voting Shares (representing approximately 14.8% 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 beneficially owns 30,291,473 Multiple Voting Shares (representing approximately 42.8% of the issued and outstanding Multiple Voting Shares), Anton Rabie now beneficially owns 30,536,873 Multiple Voting Shares (representing approximately 43.2% of the issued and outstanding Multiple Voting Shares) and Ben Varadi now beneficially owns 9,926,666 Multiple Voting Shares (representing approximately 14.0% 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 Subordinate Voting Shares and Multiple Voting Shares now beneficially owned by Ronnen Harary, Anton Rabie and Ben Varadi represent approximately 29.8%, 30.0% and 9.8%, respectively, of the issued and outstanding Subordinate Voting Shares, on a partially-diluted basis, assuming that the Multiple Voting Shares owned beneficially 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 69.6% of the issued and outstanding Subordinate Voting Shares, on a partially-diluted basis, assuming that the Multiple Voting Shares owned beneficially 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 225 King Street West, Suite 200, Toronto, Ontario, M5V 3M2.

SOURCE Ronnen Harary, Anton Rabie, and Ben Varadi

Contact Information: Ronnen Harary, 225 King Street West, Suite 200, Toronto, Ontario, M5V 3M2, 416-364-6002; Anton Rabie, 225 King Street West, Suite 200, Toronto, Ontario, M5V 3M2, 416-364-6002; Ben Varadi, 225 King Street West, Suite 200, Toronto, Ontario, M5V 3M2, 416-364-6002