Rightster Group plc – Issue of equity

September 1st, 2015

Rightster Group plc
(“Rightster” or the “Company”)

Issue of Equity

Further to the announcement made on 28 July 2015, the Company announces that, as a result of Viral Management Limited (“VML”) meeting key operational and strategic milestones since its acquisition, the earn-out conditions have been satisfied. As such, Rightster has allotted 6,203,922 new ordinary shares of 0.1 pence each in the Company to satisfy the £849,937.50 of vendor share consideration due to the former shareholders of VML (the “Consideration Shares”). The remainder of this deferred consideration due has been satisfied by the aggregate payment of £849,937.50 in cash to the former shareholders.

The number of Consideration Shares to be issued has been calculated based upon the average closing mid-price for ordinary shares for the 20 trading days prior to and including 28 August 2015, being 13.7 pence per Consideration Share. The Consideration Shares are being issued to satisfy the Company’s contractual obligations to the former shareholders of VML, pursuant to the Acquisition Agreement entered into between the Company and such former shareholders on 8 July 2014.

All former VML 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 2 September 2016.  Any sale of earn-out ordinary shares between 2 September 2016 and 2 September 2017 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).

An application has been made for the admission of the 6,203,922 Consideration Shares and it is expected that Admission will occur on 2 September 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 367,616,752. 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 367,616,752 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.

Patrick Walker, CEO, commented:

“The integration of Viral Management Limited (“VML”) has been successful in bringing Rightster increased social video management skills, licensing capability and brand knowledge, as anticipated. We’re pleased with the impressive performance of the VML team since acquisition, and confirm that the payment of this deferred consideration reflects the milestones that they achieved for the entire Company during this timeframe. Now that our teams are fully integrated, we look forward to reaping the rewards of our enhanced workforce in the remainder of 2015 and beyond.”    

For further information please contact:

Rightster Group plc
Patric Walker (CEO) / Niall Dore (CFO)
via Newgate

Cenkos Securities
Max Hartley / Mark Connelly (Nomad)
Tel: 020 7397 8900

Newgate
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