Rightster Group plc
(“Rightster” or the “Company”)
Issue of equity and Directors’ Interests
Further to the announcement made on 4 August 2015, Rightster Group plc (AIM: RSTR), announces that, in settlement of the remaining £3.6 million of vendor consideration due to the former shareholders of Base79 Limited, it has allotted 1,496,347 new ordinary shares of 0.1 pence each (the ‘Consideration Shares’) and granted options to acquire 22,147,062 new ordinary shares of 0.1 pence each in the Company (the ‘Consideration Options’).
The number of Consideration Shares and Consideration Options issued has been calculated based upon the average closing mid-price for ordinary shares for the five trading days prior to 4 August 2014, being 15 pence per Consideration Share and Consideration Option. 17,289,817 of the options are not subject to any vesting requirements, are exercisable at a price of 0.1 pence per share and shall, unless previously exercised, lapse on the tenth anniversary of grant or in other usual circumstances. Two option grants are subject to different vesting and lapse periods: (i) 1,942,898 options granted to a former shareholder of Base79 Limited which, save in certain specified circumstances, vest on 1 January 2019 following which they are available to exercise for a year before lapse, and (ii) 2,914,347 options granted to Patrick Walker (non-executive director), which, save in certain specified circumstances, vest on 1 January 2017 following which they are available to exercise for a year before lapse. This now fully satisfies the Company’s contractual obligations to the former shareholders of Base79 Limited pursuant to the Acquisition Agreement entered into between the Company and such former shareholders on 8 July 2014.
As part of the payment of this contractual deferred consideration, certain directors of the Company (the ‘Directors’) will be allotted, in aggregate, 388,737 Consideration Shares in the Company. The interests of the Directors following issue of the Consideration Shares are set out below.
|Number of Consideration Shares||Resultant
|Resultant Percentage Shareholding|
|Ashley MacKenzie (CEO)||224,977||20,959,543||5.68%|
|Richard Mansell (COO)||121,242||11,295,276||3.06%|
|Sir Robin Miller (Chairman)||12,808||1,193,243||0.32%|
|Patrick Walker (Non-Executive Director)||29,710||3,023,419||0.82%|
All former Base79 shareholders who are issued the Consideration Shares (including the Directors) will be subject to an orderly market arrangement until 1 June 2016.
Application has been made for the 1,496,347 Consideration Shares to be admitted to trading on AIM.
In addition, it has been agreed that the expiry date for the vested options (listed below), held by Mark Lieberman and David Mathewson (former directors of the Company) shall be extended from 16 February 2016 to 16 November 2017:
|Name||No. of vested options||Exercise price|
Application has also been made for 30,536 new ordinary shares of 0.1 pence each in the Company (the “New Shares”) to be admitted to trading on AIM, pursuant to the exercise of options by employees of the Company.
The Consideration Shares and the New Shares will rank pari passu in all respects with the Company’s existing ordinary shares in issue. Admission of the Consideration Shares and the New Shares is expected to become effective on 19 November 2015.
Following the issue of the New Shares and Consideration Shares, the total number of ordinary shares of 0.1 pence each in the Company with voting rights will be 369,143,635. The Company does not hold any ordinary shares in Treasury.
The above figure of 369,143,635 ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority’s Disclosure and Transparency Rules.
For further information please contact:
Rightster Group plc.
Ashley MacKenzie (CEO) / Niall Dore (CFO)
Raine Advisors Limited
Tel: 020 3695 8605
Westhouse Securities Limited
Richard Johnson / Robert Finlay
Tel: 020 7601 6100
Tim Thompson/ Adam Lloyd/ Robyn McConnachie
Tel: 020 7653 9850
About Rightster Group plc
Founded in 2011, Rightster is already the number one global multi-platform network for digital video. Rightster’s cloud-based software and services platform makes it simple for Content Owners, Creators, Brands, Publishers and Platforms to unlock the value of online video, whether on a licenced, ad-funded, direct to consumer or paid placement basis. Rightster’s network stands at over 2,500 Content Owners and over 10,500 Publishers, managed by global and local teams in 13 offices across North America, Europe and Asia Pacific.
Dealing disclosure requirements of the Code
Under Rule 8.3(a) of the The City Code on Takeovers and Mergers (the “Code”), any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication of this announcement
A copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at http://rightster.com/about/investors, by no later than 18:00 (London time) on 17 November 2015.
The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.