Rightster Announces Acquisitions and Equity Raise

Proposed Acquisition of Base79 Limited Acquisition of Viral Management Limited Placing of 75 million new ordinary shares ("Ordinary Shares") at a price of 56 pence per share Notice of General Meeting

LONDON(08 Jul 2014)

Rightster Group plc ("Rightster" or the "Group" or the "Company") (AIM: RSTR), the cloud-based global video distribution and monetisation network that enables content owners to upload content once and commercialise everywhere, is pleased to announce the acquisition of Viral Management Limited ("Viral Spiral"), the proposed acquisition of Base79 Limited ("Base79") and a placing of 75 million new ordinary shares ("Placing Shares") by Cenkos, to raise £42 million (before Placing expenses) at a price of 56 pence per share ("Placing Price") (the "Placing").

Highlights include: 

• Proposed acquisition of Base79 for a total consideration of up to £50 million, plus an adjustment for net cash and working capital to be satisfied by:
  • £25 million plus net cash and working capital adjustment in cash on closing, plus a maximum of £25 million in new Rightster shares approximately 12 months after closing based on achievement of earn out conditions.
  • The earn out conditions comprise financial and commercial targets to be achieved during the period ending 30 April 2015, and include targets for Base79 on a standalone basis and combined targets of the enlarged group.
• Acquisition of outstanding shares in Viral Spiral for a total consideration of up to £4.1 million, to be satisfied by:
  • £1.75 million in cash and 950,120 new Ordinary Shares on closing, plus a maximum of £0.85 million in cash and £0.85 million in Rightster shares approximately 12 months after closing based on achievement of earn out conditions.
  • The earn out conditions comprise financial and commercial targets to be achieved over the 12 months following completion, and include targets for Viral Spiral on a standalone basis and combined targets of the enlarged group.
• Placing of 75 million Placing Shares in Rightster to raise £42 million (before Placing expenses) to part fund cash consideration:
  • Placing at 56 pence per share, representing a discount of 0.9% to the closing mid- price as at 7 July 2014, the last practicable date prior to the date of this announcement.
• Patrick Walker, of Base79 and a former Senior Director of YouTube EMEA will be joining Rightster's executive team. Additionally, Chad Hurley, former CEO and co-founder of YouTube, will be subscribing for Placing Shares under the Placing and will be joining the Rightster Advisory Committee.
• The Directors believe that the Base79 acquisition, together with the VML acquisition, will create a scalable digital distribution solution for content creators and brand owners globally and support the Company's path to profitability.

Strategic Rationale for the Acquisitions: 

• The acquisitions will support Rightster's ability to achieve market leadership in online video - combining Rightster's tech-supported 360 distribution and monetisation expertise, with Base79's leading position as the largest YouTube partner outside North America and Viral Spiral's expertise in social video management, licensing and brand engagement.
• Post acquisitions, Rightster is expected to rank as the fourth biggest YouTube multi channel network ("MCN") by audience in North America and the largest MCN outside of North America.
• The combined company and its customers will benefit from a significant increase in scale: the acquisitions more than double Rightster's existing number of customers, adding over 2,000 YouTube channels. Post the acquisitions, Rightster's aggregated traffic will increase from 371 million video views per month to 1.1 billion.
• Base79's scale and expertise in media sales is expected to significantly enhance Rightster's monetisation capabilities.
• The acquisitions will increase Rightster's global footprint and critical mass across international offices, providing the ability to drive sales momentum in key growth markets for Rightster, including North America, Australia and Latin America.
• The combination of teams across the three companies will create a broad, proven and experienced Executive Team, with the ability to take advantage of the market opportunity. In particular, the Company draws attention to the addition of Patrick Walker as CCO, previously Senior Director of YouTube EMEA.

Base79 

• Base79 is the largest YouTube multi channel network outside of North America with approximately 760 million views per month from 1,100+ content partners including SBTV, Reuters, and Ministry of Sound.
• Base79 are specialists in YouTube rights management, audience development, media sales & brand partnerships and possess a world class management team.
• The acquisition of Base79 brings significant scale benefits with media agencies and content owners and will enhance Rightster's expertise in the growing YouTube ecosystem.

Viral Spiral 

• Viral Spiral is a specialist player in social video management, licensing and brand engagement, connecting major brands and agencies worldwide seeking to engage next generation audiences with social video talent.
• Viral Spiral's management team have a track record and expertise in providing tailored solutions for brands and is expected to provide significant upside for the combined business.

Charlie Muirhead, founder and CEO of Rightster, commented: "Acquiring Base79 and Viral Spiral is transformational for Rightster. Together, they more than double the number of content partners on Rightster's 360 video distribution platform and catapult us past the 1 billion video views per month milestone, making Rightster the largest YouTube partner outside North America by reach and a top 5 partner in North America. Importantly, this greater scale and expertise improves the service we will be able to offer creators and publishers, improving our ability to both grow audiences and increase monetisation and positions us as a global leader in the exploding online video market for brands and media agencies."

Ashley MacKenzie, founder and CEO of Base79, commented: "I am delighted that Base79 will now be able to offer an expanded range of services and support to both current and future customers. By joining forces with Rightster, we will be able to bring the expertise and industry relationships of the combined group across the world."

Damian Collier, founder and CEO of Viral Spiral, commented: "Having worked with, and grown alongside, Rightster for the past two years, I am thrilled that we and our team are now joining forces with them and Base79 to enable us to offer the broadest possible range of multi-platform services and solutions to our customers globally, in an increasingly complex marketplace."

A circular will be sent today to shareholders giving notice of a general meeting of Rightster to be held on Friday, 25 July, 2014 at 10.00 am at the offices of Covington & Burling, 265 Strand, London WC2R 1BH. A copy of the circular will be available on the Company's website http://www.rightster.com.

About Rightster 

Founded in May 2011 by CEO Charlie Muirhead, Rightster is a global business to business video network for 360° distribution, content-sourcing, audience engagement and monetisation. Rightster's software and services make it simple for sports, fashion, news, entertainment and viral rights holders to enhance the value of their video whether on a licenced, ad-funded, direct to consumer or paid placement basis.

Rightster's network currently stands at over 850 content owners and over 7,500 publishers. The Group employs approximately 183 staff in 10 offices across 10 countries.

Introduction 

This announcement explains the background to, and reasons for, the Acquisition and the Placing, why the Directors consider the Acquisition and the Placing to be in the best interests of the Company and its Shareholders as a whole and why the Directors recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, notice of which is set out in the circular being posted to Shareholders today.

Charlie Muirhead (a Director), Vesuvius and Invesco Asset Management Limited ("IAML"), significant shareholders, who in aggregate have an interest in 90,903,091 existing issued Ordinary Shares, representing approximately 77.7 per cent. of the existing issued ordinary share capital of the Company, have irrevocably undertaken to vote in favour of the Resolutions to be proposed at the General Meeting.

Reasons for the Acquisitions 

The Directors believe that a combination of Rightster, Base79 and Viral Spiral will significantly drive Rightster's ability to grow in scale, both in its products and services as well as geographically, driving increased data reach and capabilities. Furthermore, these acquisitions will enhance Rightster's software innovation, enabling Rightster's technology and platform to be scaled across hundreds of new clients. These acquisitions will also grow Rightster's off YouTube network, as well as its YouTube expertise, whilst retaining Rightster's industry position as a leading independent player, with an even stronger senior leadership team.

Information on Base79 

Base79 is the largest YouTube Multi-channel Network outside North America.

Base79 creates global audiences for video, partnering with video rights holders and producers to build online audiences and brands, claim and protect their intellectual property, sell premium advertising, and generate new revenue streams on YouTube and other Over The Top platforms.

Based in London, with offices in Berlin, Paris, Madrid, Sydney and Los Angeles and a team of approximately 60, Base79 was formed in 2007 and generated £9.62 million of gross revenue, £3.27 million of revenue after commissions, with a loss before tax of approximately £3.74 million in 2013.

Products that Base79 offers 

Specialists in:

• YouTube rights management;
• Audience development; and
• Media sales & brand partnerships.

Information on Viral Spiral  

Viral Spiral connects brands with social video talent, representing over 1,500 social videos, including "Charlie Bit My Finger" and "Sneezing Panda". Viral Spiral generates around 220 million views per month on YouTube and is a trusted guide to major brands & agencies worldwide seeking to engage next generation audiences.

Based in London with 13 staff, Viral Spiral was formed in 2011 and generated £1.9 million of revenue with a profit before tax of approximately £0.01 million in 2013.

Products that it offers include:

• Licensing;
• Research & consultancy;
• Cross promotion/seeding;
• Production and distribution; and
• Monetisation.

Details of the Placing

The Company has conditionally raised £40.9 million (net of Placing expenses) through the issue of 75 million Placing Shares at a share price of 56 pence per Placing Share. Application will be made for the Placing Shares to be admitted to trading on AIM ("Admission") and such Admission is expected to become effective on Monday, 28 July 2014, following a General Meeting to be held at 10.00am on Friday 25 July 2014.

The Placing Shares will, when issued, rank in full for all dividends declared, made or paid after the date of their issue and otherwise pari passu with the existing issued ordinary shares.

Further details on the Placing will be included in the circular to be posted to shareholders later today.

Viral Spiral Consideration Shares 

Application has been made for the 950,120 Ordinary Shares to be issued to Viral Spiral ("Consideration Shares") to be admitted to trading on AIM and such admission is expected to become effective on Friday, 11 July 2014.

Related Party Transaction  

As part of the Placing, it is proposed that IAML will subscribe, at the Placing Price, for 21,381,000 Placing Shares, which will represent approximately 11.1 per cent. of the Enlarged Share Capital. The proposed allotment and issue of the 21,381,000 Placing Shares to IAML will constitute a "Related Party Transaction" for the purpose of AIM Rule 13 as a result of IAML being a "substantial shareholder" as defined by the AIM Rules. As at the date of this document, IAML holds 28.5 per cent. of the existing issued Ordinary Shares. The Directors consider, having consulted with Cenkos, that the terms of the Related Party Transaction are fair and reasonable insofar as the Company's shareholders are concerned.

INDICATIVE TIMETABLE OF PRINCIPAL EVENTS 

    Date of this document and posting of the Circular                    8 July 2014

    Admission of the Consideration Shares to trading on
    AIM to commence                                                     11 July 2014

    Latest time and date for receipt of Form of Proxy     10.00 a.m. on 23 July 2014

    General Meeting                                       10.00 a.m. on 25 July 2014

    Admission of the Placing Shares to trading on AIM to
    commence                                               8.00 a.m. on 28 July 2014

    CREST accounts to be credited in respect of the
    Placing Shares in uncertificated form                               28 July 2014

    Completion of the Acquisition of Base79               On or before 7 August 2014

    Posting of share certificates for Placing Shares in            By 11 August 2014
    certificated form

PLACING STATISTICS  

    Placing Price                                                           56 pence
    Number of existing issued Ordinary Shares                            116,924,678
    Number of VCT/EIS Placing Shares                                       5,764,000
    Number of General Placing Shares                                      69,236,000
    Total number of Placing Shares                                        75,000,000
    Number of Consideration Shares                                           950,120
    Estimated Net Proceeds of the Placing receivable by the
    Company                                                          GBP40.9 million
    Number of Ordinary Shares in issue immediately following
    Admission of the Placing Shares and the issue of the
    Consideration Shares                                                 192,874,798
    Aggregate number of Placing Shares expressed as a percentage
    of the enlarged share capital immediately following Admission
    and the issue of the Consideration Shares                          38.9 per cent