(“Rightster” or the “Company”)
Announcement of strategic review and commencement of offer period
Rightster Plc (LSE AIM: RSTR), the digital video distribution and monetisation network, today announces that it has commenced a formal strategic review of the options open to the Company to maximise value for Rightster shareholders. The strategic review will be wide-ranging and the Rightster Board will consider all strategic options available to the Group including a strategic partnership, acquisition(s) to increase the scale of the Group, corporate divestitures, a sale of the Company or a new debt facility to continue to invest in the Company. Raine Advisors Limited (“Raine”) will assist the Rightster Board in the strategic review. On 30 September 2015, the Company announced that it was exploring ways of seeking additional investment in the fourth quarter of 2015 to ensure it can continue to move towards cashflow breakeven and has sufficient working capital.
Takeover Code implications
Any discussions in relation to a merger with a third party or a sale of the Company will take place within the framework of a “formal sale process” in accordance with Note 2 to Rule 2.6 of The City Code on Takeovers and Mergers (the “Code”), under which the Board of the Company (the “Board”) is able to have discussions with parties interested in such a transaction on a confidential basis.
Parties with a potential interest in making an offer for, or merging with, the Company should contact Raine (contact details as set out below). Any interested party will be required to enter into a non-disclosure agreement with the Company on terms satisfactory to the Board and on the same terms, in all material respects, as any other interested parties, before being permitted to participate in the process. The Board reserves the right to alter any aspect of the process or to terminate it at any time and will make further announcements as appropriate. The Board reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.
The Panel on Takeovers and Mergers (the “Takeover Panel“) has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement (subject to Note 3 to Rule 2.2 of the Code), and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Code, for so long as it is participating in the formal sale process.
Interested parties should note Rule 21.2 of the Code, which prohibits any form of inducement fee or any other offer-related arrangement. The Company has not at this stage requested any dispensation from the Takeover Panel under Note 2 to Rule 21.2 of the Code from this prohibition, although it reserves the right to do so in the future.
This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.
Following this announcement, the Company is now considered to be in an “offer period” as defined in the Code, and the dealing disclosure requirements listed below will apply.
For further information please contact:
Rightster Group plc
Patrick Walker (CEO)/ Niall Dore (CFO)
Raine Advisors Limited
Tel: 0203 3695 8605
Cenkos Securities Plc
Max Hartley/ Mark Connelly
Tel: 0207 397 8900
Tim Thompson/ Adam Lloyd/ Robyn McConnachie
Tel: 0207 653 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.
About Raine Advisors Limited
Raine Advisors Limited, an appointed representative of Sapia Partners LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the matters referred to in this announcement.
Dealing disclosure requirements of the Code
Under Rule 8.3(a) of 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.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Code, as at the close of business on 15 October 2015, the Company confirms that it has 367,616,752 ordinary shares of 0.01 pence each in issue and admitted to trading on AIM.
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://corp.rightster.com/investors-news, by no later than 12 noon (London time) on 16 October 2015.
The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.