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, June 6, 2016 /CNW/ - Ronnen Harary, Anton Rabie, and Ben Varadi (collectively, the "Founders") announced today that, pursuant to a short form prospectus of Spin Master Corp. (the "Company"), the Founders indirectly sold an aggregate of 2,450,000 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").  816,666 Multiple Voting Shares indirectly owned by Ronnen Harary were converted into 816,666 Subordinate Voting Shares, 816,666 Multiple Voting Shares indirectly owned by Anton Rabie were converted into 816,666 Subordinate Voting Shares and 816,668 Multiple Voting Shares indirectly owned by Ben Varadi were converted into 816,668 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 no Subordinate Voting Shares. 

The Subordinate Voting Shares were sold in the Secondary Offering at a price of $26.60 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 $20,854,382.98, $20,854,382.98 and $20,854,434.05, respectively.

Prior to the Secondary Offering, Ronnen Harary indirectly owned 33,266,739 Multiple Voting Shares (representing approximately 41.7% of the issued and outstanding Multiple Voting Shares), Anton Rabie indirectly owned 33,266,739 Multiple Voting Shares (representing approximately 41.7% of the issued and outstanding Multiple Voting Shares) and Ben Varadi directly and indirectly owned 13,147,334 Multiple Voting Shares (representing approximately 16.5% 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 32,450,073 Multiple Voting Shares (representing approximately 42.0% of the issued and outstanding Multiple Voting Shares), Anton Rabie now indirectly owns 32,450,073 Multiple Voting Shares (representing approximately 42.0% of the issued and outstanding Multiple Voting Shares) and Ben Varadi now indirectly owns 12,330,666 Multiple Voting Shares (representing approximately 16.0% 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 Multiple Voting Shares now beneficially owned by Ronnen Harary, Anton Rabie and Ben Varadi represent approximately 32.2%, 32.2% and 12.2% 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 76.5% 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 450 Front Street West, Toronto, Ontario, M5V 1B6.

SOURCE Spin Master Corp.

Ronnen Harary, 450 Front Street West, Toronto, Ontario, M5V 1B6, 416-364-6002; Anton Rabie, 450 Front Street West, Toronto, Ontario, M5V 1B6, 416-364-6002; Ben Varadi, 450 Front Street West, Toronto, Ontario, M5V 1B6, 416-364-6002