Ascential Regulatory News (ASCL)

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REGULATIONS.

7 February 2023

Ascential plc ("Ascential" or the "Company")

Update on investment in Hudson MX

-Fresh investment capital for Hudson

Ascential plc (LSE: ASCL.L), the specialist information, analytics, events and eCommerce optimisation company, today announces that Hudson MX, Inc. ("Hudson"), a US provider of SaaS media buying and media accounting solutions, has completed a new financing round, led by MT II Holdings, LP (the "Investor") as well as a restructuring of its capital structure (the "Transaction"). Following the Transaction, the Investor has become the majority shareholder in Hudson. Ascential increases its minority shareholding, establishing a potential route to majority ownership in the future.

As part of the Transaction, Ascential has received US$30m in cash from the Investor for part of its investment at the existing valuation. Hudson's equity and debt have been restructured such that the Investor now holds 51.0% of the fully diluted common equity and Ascential holds 36.5%. Hudson management team members and existing shareholders hold the remaining 12.5%.

In addition, Ascential has agreed on arrangements that provide a potential path to a majority stake in the future. These arrangements include granting a put option to the Investor, exercisable from 1 April 2024 to 31 December 2025 and subject to a maximum consideration payable by Ascential of US$52m. If exercised, this put option would result in Ascential holding a 79% common equity interest in Hudson.1

The Investor and Ascential will also provide fresh funding of up to, in aggregate, $51.5m to Hudson through non-voting preference stock pro-rata to their common equity shareholdings (Ascential shall provide up to $21.5m of the $51.5m).

Ascential has been a minority investor in Hudson since 2018 through equity as well as secured and unsecured debt instruments. Following completion of the Transaction, Ascential has a common equity investment of US$21.5m in Hudson, alongside preference stock instruments totalling US$95.5m. For the financial year ended 31 December 2021, Hudson recorded a loss before tax of US$23.6m. Hudson had gross assets of US$81.9m as of 30 June 2022.

Duncan Painter, Chief Executive Officer of Ascential, said, "Hudson is creating a state-of-the-art platform fit for the modern media world. It is now processing significant volumes of digital media spend for key customers, and this new investment is an important validation that it has made strong progress. We are encouraged that Hudson is on a pathway to revenue growth and profitability."

1 Such arrangements also include: (i) a put option for Hudson management and other existing investors, during February 2026, February 2027, February 2028 and December 2028 and subject to a maximum consideration of US$40m, which if exercised in full would result in Ascential holding a 49% equity interest in Hudson; and (ii) certain call option arrangements for Ascential, entirely at its discretion, to acquire further shares in Hudson in future from the Investor, Hudson management and other existing investors.

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About Ascential

Ascential delivers specialist information, analytics, events and eCommerce optimisation to the world's leading consumer brands and their ecosystems. Our world-class businesses improve performance and solve customer problems by delivering immediately actionable information and visionary longer-term thinking across Digital Commerce, Product Design, Marketing and Retail & Financial Services.

With more than 3,800 employees across five continents, we combine local expertise with a global footprint for clients in over 120 countries. Ascential is listed on the London Stock Exchange.

About Hudson

Hudson, founded in 2016, is an advertising software business providing media buying and media accounting solutions through a cloud-based SaaS platform. Its platform, the MX Platform, is designed to power the purchasing and management of omnichannel media. The company is dual headquartered in New York and Atlanta and has a team of c.150 full-time employees.