Rightster Group plc – Issue of equity

August 4th, 2015

Rightster Group plc

(“Rightster” or the “Company”)

Issue of equity

Further to the announcement made on 28 July 2015, the Company announces that it has allotted 137,908,172 new ordinary shares of 0.1 pence each in the Company in respect of the approximately £20.7 million of vendor consideration due to the former shareholders of Base79 Limited (the “Consideration Shares”).  The number of Consideration Shares to be 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. The remaining £3.6 million (net of certain required deductions for PAYE income tax and National Insurance Contributions) will be settled in Q4 2015 by a further issue of new ordinary shares by the Company. The Consideration Shares are being issued to satisfy 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.

All former Base79 shareholders who are issued the Consideration Shares will be subject to lock-up agreements pursuant to which they will not be able to sell such shares (subject to customary carve-outs) during the period from the date of issue of such shares until 12 November 2015.  Any sale of earn-out ordinary shares between 12 November 2015 and 1 June 2016 will be subject to an orderly market arrangement and may only be made with the consent of Cenkos, the Company’s NOMAD (subject to customary carve-outs).

The shareholders of Base79, other than MMC, TCG and Media Partners Base79 Holdings LLC, are presumed to be acting in concert, however it is open to them to seek to rebut this position with the Panel in the future.

An application has been made for the admission of the 137,908,172 Consideration Shares and it is expected that Admission will occur on 5 August 2015. Following the Admission the total number of ordinary shares of 0.1 pence each (“Ordinary Shares”) in the Company with voting rights admitted to trading on AIM will be 361,412,830. The Consideration Shares will rank pari passu in all respects with the Company’s existing shares in issue.  The Company does not hold any Ordinary Shares in Treasury.

The above figure of 361,412,830 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.

As part of the payment of this contractual deferred consideration, Patrick Walker, a former shareholder of Base79 Limited and the Company’s Chief Executive Officer, will be issued 2,738,154 Consideration Shares. Following this transaction Patrick Walker will be interested in 2,993,709 Ordinary Shares, representing 0.83 per cent. of  the enlarged issued share capital of the Company.

Following the allotment and issue of the aggregate number of Consideration Shares and based on notifications provided on behalf of the relevant former shareholders of Base79 Limited, the following former shareholders of Base 79 will have notifiable interests as set out below:

 

Shareholder Date of disclosure Date of deal Number of Ordinary Shares held Percentage of enlarged issued ordinary share capital*
TCG LLC 4 August 2015 5 August 2015

31,271,201

8.65

Ashley MacKenzie 4 August 2015 5 August 2015

20,734,566

5.74

MMC GP Ltd 4 August 2015 5 August 2015

18,757,177

5.19

Kelvin MacKenzie** 4 August 2015 5 August 2015

12,660,397

3.50

Mainspring Nominees (2) Ltd 4 August 2015 5 August 2015

12,215,141

3.38

Richard Mansell 4 August 2015 5 August 2015

11,174,034

3.09

 

* assumes the admission of the Consideration Shares

** aggregates the holdings of Kelvin MacKenzie and Talkco Ltd, a company controlled by Kelvin MacKenzie

 

For further information visit www.rightster.com or please contact:

 

Rightster Group plc via Newgate
Patrick Walker, CEO  
Niall Dore, CFO  
   
Cenkos Securities plc Tel: 020 7397 8900
Max Hartley/Mark Connelly (Nomad)  
   
Newgate Tel: 0207 653 9850
Tim Thompson/ Robyn McConnachie  

 

 About Rightster Group plc

Founded in 2011, Rightster is already the number one global multi-platform network for online 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