Brave Bison Regulatory News (BBSN)

Rightster Group plc

("Rightster" or the "Group" or the "Company")

Unaudited half year results for the six months ended 30 June 2014

Rightster Group plc (AIM: RSTR), the cloud-based global video distribution and monetisation network that simplifies delivery to TV scale audiences in the complex online video market, today announces its half year results for the six months ended 30 June 2014.

Key Highlights

The Company continues to display encouraging growth across the business. H1 2014 has seen the addition of some exceptionally strong partnerships in the media, news, film, sport and entertainment sectors as well as ongoing strengthening of the publisher network. The integration of the Company's acquisitions in 2013 continues to yield positive results whilst the groundwork for two new transformational acquisitions was laid in H1 2014. The Board believes that these new acquisitions will propel Rightster, in H2 2014, to the position of largest YouTube Multi Channel Network (MCN) outside of North America and, in Management's estimates, the fourth biggest MCN in the US. Coupled with the positive results achieved in H1 2014, these acquisitions build a good foundation for the growth expectations for H2 2014.

Financial summary

● Total Transaction Value of £5.1 million (a growth rate of 84% versus H1 2013, after adjusting for a terminated contract in 2013)

● Net revenue of £1.9 million (a growth rate of 385% versus H1 2013, after adjusting for a terminated contract in 2013)

● 131% increase in average monthly video views from H1 2013 to H1 2014 (from 161 million to 371 million per month)

● Gross profit of £0.5 million (an increase from £0.1m achieved in H1 2013)

● Loss before tax of £7.2 million (versus £8.5 million for H1 2013)

● Loss per share (basic and undiluted) of £0.06 (versus loss per share of £0.18 for H1 2013)

● Balance sheet strengthened post period end with an additional £12 million net cash added, resulting in cash of approximately £16 million

Board Changes

● Mark Lieberman has agreed to become permanent Chairman after serving as Interim Chairman since the Company's IPO in November 2013

● Charl de Beer has given the board notice of his intention to step down as Chief Financial Officer (CFO) in order to return to his home in South Africa. David Mathewson, the senior non-executive director (NED) on the Company's board, has agreed to facilitate the transition to a new CFO

New agreements across all verticals

In Period

● Agreement with Agence France-Presse ("AFP"), one of the world's leading news agencies, to syndicate a selection of its international news videos to websites within Rightster's network in over 7 languages

● Partnership with Al Jazeera Media Network to syndicate up to 30 English language short-form international news clips per day across new international territories including the UK, Australia, New Zealand, Scandinavia, Singapore and Hong Kong

● Five year agreement with the International Boxing Association ("AIBA") to enable boxing fans to access the WSB on a dedicated service across multiple devices at AIBAboxingTV.com

● Distribution partnership with Scripps Networks International, the leading global developers and broadcasters of lifestyle programming, to syndicate and monetise premium lifestyle content in the UK for both the Food Network and Travel Channel

● Partnership with Bauer Media, Europe's largest privately owned magazine, online and broadcast publishing group, to accelerate its online video strategy both on and off YouTube

● Agreement with the British Film Institute ("BFI") to manage its YouTube presence and plans to work closely with the BFI to grow the partnership through future syndication opportunities

● Partnership with the International Table Tennis Federation ("ITTF"), to further develop the ITTF's YouTube channel and help maximise its exposure and revenue from the channel. Partnerships with over 10 top tier publishers and broadcasters worldwide for content syndication, content sourcing and YouTube channel management

Post period

● In H2 2014 to date, we have been focused on integrating our sales organisation and consolidating our pipelines and are pleased to report that, post acquisitions, the combined business has signed over 75 new Content Owners onto our network and, in addition, has signed advertising contracts to the value of over £1.4m revenue

Mergers and Acquisitions

In Period

● As a result of the acquisition of Sports Syndicator, Rightster's network ranked No.1 in Comscore's UK sports display advertising category for unique users in March 2014, with the network reaching 8.3 million unique UK users, over 50% ahead of the second ranked network

● Stemming from the effective integration of Preview Networks, the Company continues to yield substantial revenues from its distribution of film trailers and branded content and enjoys a continued relationship with premium clients such as Warner Bros, Paramount and 20th Century Fox

Post Period

● Acquisition of Base79 Limited ("Base79") successfully completed on 1 August 2014, positioning Rightster as the largest MCN outside of North America and, in Management's estimates, the fourth biggest MCN in the US. The acquisition boosts Rightster's average monthly video views from 371 million to over 1.1 billion per month in H2 2014 and is expected to significantly enhance Rightster's scale, expertise and monetization capabilities as well as its brand solution offering

● Acquisition of Viral Management Limited ("Viral Spiral"), a specialist player in social video management, licensing and brand engagement, successfully completed on 7 July 2014. This acquisition is expected to significantly enhance Rightster's brand solution offering as well as furthering its expertise in the social video management and licensing sphere. Prior to 7 July 2014, the Group owned 25% of Viral Management Limited

Synergies expected from the acquisitions

● Initial cost savings include office space (e.g. consolidating to single space in London, Paris and Madrid) and recruiting costs (e.g. redeploying acquired staff into open positions). We expect the full benefits to be realized in 2015

● Immediate opportunities to cross-sell and upsell enhanced services across the combined group client base

● Strengthened "Brand 360" proposition, leveraging all three businesses' expertise to offer enriched services to brands, including native advertising, co-creation with YouTube creators, and a broader network for media buying

Charlie Muirhead, Founder and CEO, of Rightster commented:

"I'm delighted that Rightster has achieved Net Revenue of £1.9 million in H1 2014, and am thrilled to see the continuous growth in our average monthly video views, with a 131% increase from H1 2013 to H1 2014. The addition of some exceptional new clients throughout H1 2014 signifies great progress for Rightster - it will increase the volume of quality content available for publishing and distribution partners across our network as well as increasing opportunities for advertising revenues.

I'm grateful for all the hard work the team has provided in laying the foundations for the two new acquisitions, namely Base79 and Viral Spiral, which I believe will be transformational for Rightster in H2 2014 and beyond. 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 MCN outside North America and, by our estimates, a top 5 YouTube MCN in North America. Importantly, this greater scale and expertise improves the service we will be able to offer Content Owners, Publishers and Brands for the remainder of 2014 and beyond. We are especially excited about how, post acquisitions, Rightster is positioned as a global leader in the rapidly expanding market for Brands and Media Agencies.

For further information please contact:

About Rightster

Founded in May 2011 by CEO Charles Muirhead, with the vision of enabling media businesses and brands to overcome the huge fragmentation in the online video market with a single technology platform for engaging audiences and transacting with optimal efficiency. Rightster's cloud based software and services platform makes it simple for sports, fashion, news, entertainment, music, and viral rights holders, as well as brands and creators, to enhance the value of their video whether on a licenced, ad-funded, direct to consumer or paid placement basis.

Following the acquisitions in July and August 2014, Rightster's network now stands at over 1,950 Content Owners and over 7,500 Publishers. The Group now employs 256 staff in 11 offices across 10 countries.

Business Review

Financial growth and KPIs

The Company's 'upload once commercialise everywhere' solution optimises the distribution and monetisation of live and on-demand video, enabling Content Owners, Creators, Publishers and Brands to transact with peak efficiency. Rightster is delighted to report that it has achieved Net Revenue of £1.9 million in H1 2014, a growth rate of 385% versus H1 2013, after adjusting for a terminated contract. The Gross Profit of £0.5 million achieved in the H1 2014 period almost matches that achieved for the full financial year ended 2013 and is an encouraging start to the year for the Company.

Rightster is also pleased to report the continued growth in average monthly video views to 371 million per month, a 131% increase from H1 2013 to H1 2014. This organic growth stems from both new and existing clients and includes the Company's YouTube Multi Channel Network (MCN) channel management services, distribution to Content Owners' own sites in the Rightster Player and distribution to Rightster's network of over 7,500 Publishers and platforms.

Growth of Client base on the Rightster Network

Throughout H1 2014, the Company has continued to build its client portfolio internationally, with the addition of some strong partnerships in the news, sport, entertainment and film sectors. The new additions to Rightster's network increase both the volume of quality content available for publishing and distribution partners to access and the audiences available to Content Owners, in turn increasing opportunities for advertising revenues.

All of the main segment revenue streams are up versus 2013, with advertising up 268% to £0.8m due to growth in volumes across the Rightster network, despite a reduction in CPMs across the period. Subscription revenue has grown 28% to £0.5m and is driven primarily by improved performance on our contract with AFL. Theatrical revenues are up 83% to £0.6m following the acquisition of Preview Networks in April 2013. The bookmaker revenue stream in 2013 was wholly related to a terminated contract in 2013. All bookmaker revenues in 2014 represent new contract wins.

The advertising revenue stream consists of a number of sectors including news, sport, entertainment and film. New contract wins are detailed across these verticals below.

In News, these include Agence France-Presse ("AFP"), one of the world's leading news agencies, who joined Rightster's network in February. AFP now syndicates a selection of its international news videos to websites within Rightster's network in over 7 languages, offering an easy solution to international and local Publishers around the world to rapidly access and stream AFP video content. Additionally, Al Jazeera Media Network partnered with Rightster in June to syndicate up to 30 English language short-form international news clips per day, enabling the Al Jazeera Media Network to grow its audience reach and generate revenue streams in new international territories including the UK, Australia, New Zealand, Scandinavia, Singapore and Hong Kong.

Elsewhere in News, Rightster finalised an agreement with the India Today Group Digital ("ITG") to exclusively monetise the views on ITG's sites, syndicate its content across Rightster's publisher network and become its content sourcing partner. ITG's content includes premium magazines, leading news channels and Indian editions of international premium publications, such as Cosmopolitan, Harper's Bazaar, Good Housekeeping and Men's Health. In addition, Rightster entered into a 360° partnership with eNews Channel Africa (eNCA) in March, encompassing its on and off YouTube activity. The partnership sees Rightster manage the eNCAnews YouTube channel and syndicate eNCA short-form news clips globally outside of South Africa aiming to grow views, subscriptions and revenues.

The above are significant wins in the news sector, broadening our geographic reach and adding to our extensive roster of news clients which already includes ITN, Reuters and CNBC. These new deals further validate Rightster as the partner of choice to support news networks in reaching and engaging audiences on all platforms.

In Sports, The International Boxing Association ("AIBA") entered into a five-year agreement with Rightster in March, to enable boxing fans to access the WSB on a dedicated service across multiple devices at AIBAboxingTV.com. This website supports both live and on demand functionality and allows fans to choose from a flexible range of subscription passes. The agreement enables AIBA to capture engagement data for WSB Season IV and, as part of the partnership, Rightster will also manage AIBA's three YouTube channels, helping to increase audience and engagement. In June, Rightster also partnered with the International Table Tennis Federation ("ITTF") to further develop the ITTF's YouTube channel and help maximise its exposure and revenue from the channel. The ITTF's YouTube channel is currently the fourth largest of any Olympic sport, with 26 million views and 55,000 subscribers. By joining the Rightster sports network, the ITTF will benefit from cross-promotion with Rightster's extensive portfolio of existing international sports governing bodies, driving further audience engagement for the organisation. In addition, Rightster's media sales team will apply their expertise to increasing revenue through cross-platform advertising and sponsorship on behalf of the ITTF. Working with these international sporting federations is a fantastic validation of our work in creating highly effective platforms to drive revenue and engagement for our partners, building upon our strength in the sports industry.

In Entertainment, Rightster signed a distribution partnership with Scripps Networks International ("Scripps"), the leading global developers and broadcasters of lifestyle programming, to syndicate and monetise premium lifestyle content in the UK for both the Food Network and Travel Channel. Working with Rightster enables Scripps to reach food and travel fans wherever they may be, on whatever device they're using. In June, Rightster also entered into a partnership with Bauer Media, Europe's largest privately owned magazine, online and broadcast publishing group, to accelerate its online video strategy both on and off YouTube.

In Film, Rightster signed an agreement with the British Film Institute (BFI) to manage its YouTube presence and plans to work closely with the BFI to grow the partnership through future syndication opportunities. Following the acquisitions of Base79 and Viral Spiral in H2 2014, Rightster is positioned as a leading provider of studio market solutions both on and off YouTube, with clients including some of the biggest studios such as Warner Bros, Paramount, 20th Century Fox, Universal, Walt Disney and Columbia Pictures.

In addition, Rightster has continued to strengthen its Publisher network throughout H1 2014, with the addition of over 10 top tier publishers and broadcasters worldwide for content syndication, content sourcing and/or YouTube channel management.

Upselling additional services to existing clients

As well as expanding its client portfolio, Rightster has also been focused on upselling additional services to existing clients, typically for extending their audience reach or increasing their revenue potential. These additional services also have the effect of further cementing client relationships with Rightster.

Following a period of significant growth for the Barcroft TV digital channel and an initial partnership agreement with Rightster signed in April 2013, Barcroft TV became the top-performing channel in the Rightster MCN with a subscriber base growing ten-fold from 45,000 net subscribers in April 2013 to over 480,000 in May 2014. In June 2014, Rightster entered into an extended agreement with Barcroft Media to support Barcroft TV's creation of multiple, dedicated digital channels, and the production and curation of high quality, shareable short and long form video content. This agreement expands Barcroft TV's global reach and Rightster's 360° distribution service which enables Barcroft TV to channelise its content into specific genres, so that it can be marketed to selected brands and more effectively monetised. Furthermore, it allows advertisers to more effectively target key demographics and geographies, maximising their return on investment ("ROI") through the combination of Rightster's advanced analytics solutions and Barcroft TV's highly shareable content and dedicated channels.

Another interesting client upsell example is with the world's leading sports video news agency, SNTV. Rightster noticed that increased engagement with sports content was occurring on Connected TVs and that this presented a great opportunity for brands to reach additional audiences. To help one of its long-standing clients benefit from this increased engagement, Rightster developed an app for SNTV to enable Samsung Smart TV owners to access a vast vault of high quality SNTV content at the swipe of a screen. The app gives consumers complete control over what sport news and highlights footage they watch and when, and is dedicated to providing the consumer with the very latest global sports news content, including the very latest developments from big tournaments such as the UEFA Champions League and FIFA World Cup. The SNTV app is also designed to integrate Samsung's advertising AdHub service, which will support video ad formats.

Another example is the Australian Football League ("AFL") who, in April, were keen to launch, in conjunction with the Australian Defence Force ("ADF"), a new initiative to provide a free online season pass to all active Australian military personnel stationed overseas. Given the extent of ADF members serving overseas who are followers and supporters of Australian Football, Rightster was delighted to be able to support the AFL in offering free online season passes for the 2014 Toyota AFL Premiership Season, thus expanding the reach of the audience for AFLTV. The AFL were grateful that Rightster could help commence this initiative from Anzac Day and help all active Australian military personnel posted around the world to have a simple way to enjoy and engage with one of Australia's premier sports online.

Brand Solutions

The Company is highly focused on brand solutions and firmly believes that the immediacy and power of online video can help companies and brands reach their audiences in a more engaging and authentic way. The need for targeted, engaged audiences continues to be paramount and, in H1 2014, Rightster strove to drive larger, scaled, relevant audiences for all its clients.

In May 2014, the Company announced the launch of a new service called Engage which provides Content Owners and Brands with the ability to leverage premium digital video content to targeted online audiences at television scale. This initiative enables Rightster to meet its clients' ultimate goal of guaranteed views and optimal ROI. Unlike other similar paid offerings in the market, Engage provides a holistic service for video management across clients' owned and operated sites, as well as their YouTube channels, and editorially "earned" distribution.

During the April 2014 pilot phase at Mercedes-Benz Fashion Week Australia, the service drove over one million online viewers, with 450,000+ watching the live stream across 140 countries. These results were driven by Rightster's unique approach to guaranteeing audiences, increasing viewers 20 fold on the previous season, whilst maintaining engagement at an average 12 minute watch time. Rightster has now extended the service to Content Owners and Brands, enabling them to forecast audience size and engagement and therefore optimise campaign efficiency and effectiveness.

Development of 2GA

The Company's second generation software platform (2GA) is on track to roll out in Q4 2014, and substantial development work has been conducted by Rightster's engineering team throughout H1 2014 in preparation for its launch. The aim of the 2GA platform is to ensure rapid distribution, syndication and monetisation of content across the Rightster network in an automated format that is both intuitive and convenient for Content Owners and Publishers to use. Features will include an enhanced Content Library, Publisher Feedroom, Content Operations and Monitoring tools as well as unique Client Portals and sophisticated Reporting tools.

Rightster is excited about the many additional benefits that the 2GA platform will bring to its clients, as well as the further efficiencies it will generate for Rightster's operations and the potential new revenue streams that it could deliver. The Company looks forward to providing the market with a fuller explanation of these benefits following the formal launch of the 2GA platform in Q4 2014.

Acquisition Strategy

The Company continues to see the benefits of the effective integrations of its acquisitions in 2013. As a result of the acquisition of Sports Syndicator, Rightster's network ranked No.1 in Comscore's UK sports display advertising category for unique users in March 2014, with the network reaching 8.3 million unique UK users, over 50% ahead of the second ranked network. As a result of the effective integration of Preview Networks, the Company continues to yield substantial revenues from its distribution of film trailers and branded content in H1 2014 and enjoys a continued relationship with premium clients such as Warner Bros, Paramount and 20th Century Fox.

In order to further accelerate its growth, Rightster has previously stated that it would continue to consider strategic acquisition opportunities if they could add clients to the Rightster network, provide additional expertise and monetisation potential or expand the Company's geographical footprint. Rightster pursued two such strategic opportunities in H1 2014 in the form of Base79 and Viral Spiral.

Base79 are specialists in YouTube rights management, audience development, media sales & brand partnerships and possess a world class management team. We believe that the acquisition of Base79 brings significant scale benefits with Media Agencies, Brands and Content Owners and will enhance Rightster's expertise in the growing YouTube ecosystem. Meanwhile, 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. Their management team has a track record and expertise in providing tailored solutions for brands and this acquisition is expected to provide significant upside for the combined business.

Acquiring Base79 and Viral Spiral is transformational for Rightster. Together, they more than double the number of Content Owners on Rightster's 360° video distribution platform to over 1,950, add over 2,000 YouTube partners and propel the Company past the 1 billion video views per month milestone, making Rightster the largest YouTube MCN outside North America and, in Management's estimates, a top 5 YouTube MCN in North America. Importantly, this greater scale and expertise improves the service Rightster will be able to offer Content Owners, Creators, Media Agencies and Brands, improving the ability to both grow audiences and increase monetisation whilst positioning Rightster as a global leader in the rapidly expanding online video market.

Board Changes

The Company has previously announced that Mark Lieberman has agreed to continue as chairman on a permanent, rather than interim, basis. On 15 September 2014, in consideration of Mr Lieberman accepting the role of permanent chairman, the Company granted to Mr Lieberman (i) an option to acquire up to 320,000 shares in the Company at an exercise price of £0.56 and (ii) an option to acquire up to 320,000 shares in the Company at an exercise price of £1.00. The grant of these options is in addition to options previously granted to Mr Lieberman.

Rightster announces today that Charl de Beer has given the board notice of his intention to step down as Chief Financial Officer in order to return to his home in South Africa. It is intended that he will be leaving the Company at the end of the year after handing over to his replacement. Although Charl will continue to direct Rightster's finance activities until his departure date, David Mathewson, currently senior NED on the Company's board, will take on a more hands-on role with the Company. Mr Mathewson will work with the finance team, strengthened through the recent acquisitions, and lead the search for Mr De Beer's successor to ensure no disruption to the day to day financial operations of the Company. A search for a replacement is underway and the Company is targeting a shortlist by the end of September.

The board would like to thank Charl for his significant contribution to the business over the last three years. Mr de Beer commented that "Having joined Rightster as a small start-up, I am grateful for the opportunity to have been part of its outstanding success to date and I look forward to seeing the Company continue to grow and successfully execute on the long-term strategy we have put in place."

Financial Review

Revenue

Revenue invoiced by Rightster less commission share to our partners rose by £1.5 million to £1.9 million (versus H1 2013), a growth rate of 385%. This is after adjusting the H1 2013 numbers for revenue generated by a major contract, which was terminated in May 2013. Without adjusting for the revenue generated by this major contract, revenue less commission share to our partners decreased by £1.6 million versus H1 2013. Advertising CPMs continue to be variable across seasons and events and have been flat or have decreased across the period. Despite this the company has increased inventory volumes significantly over the period and inventory ad-sales account for less than one third of total revenue across the Group.

Revenue was slightly above management's expectations and reflects the weighting of revenue towards the second half of the year on the back of the launch of the second generation platform and achieving scale in advertising inventory.

Gross Profit

Gross profit of £0.5 million was 697% higher than H1 2013 and represents a 28% gross profit percentage, up from 17% in H1 2013, taking into account the adjustment to H1 2013 to reflect the terminated contract.

The gross profit and gross profit percentage were both lower than management expectations, reflecting a larger investment in revenue advances during the period which gave rise to an increase in cost of sales. We expect this investment to continue but that margins will improve over the remainder of the year.

Operating Costs

Operating costs continue to be heavily focussed on investment in our technology platform and on growing our network of content owner, publisher and advertising/brand partners.

The research and development ("R&D") investment in the first half of the year totalled £2.3 million, of which £1.8 million was capitalised during the period.

Total operating costs equalled £6.8 million, which is £1.3 million lower than the £8.1 million in H1 2013, primarily due to the capitalisation of R&D costs incurred on the second generation platform (£nil capitalised in H1 2013).

The total operating costs figure above includes £0.3 million of equity-settled share-based compensation payments (H1 2013: £nil) and excludes £0.9 million of accrued exceptional costs related to the July 2014 placing and acquisitions of Viral Spiral and Base79 (H1 2013 exceptional costs: £nil). The operating loss of £6.2 million has come down from £8.1 million operating loss in H1 2013.

Balance Sheet

The Company ended the period with cash of £4.1 million of cash in the bank, which reflected the pay down of creditors accrued during the run up to the Company's admission to AIM in November 2013.

The placing of 75 million shares post period end raised gross proceeds of £42 million. Approximately £27 million of this was used for the cash components of the acquisitions of Viral Spiral and Base79, and after placing and other costs of the acquisitions, the Company has added approximately £12 million of cash to the balance sheet.

Rightster continues to have no debt and incurred negligible finance charges during the period.

Rightster capitalised £1.8 million of R&D spend during the period which has increased the net book value of fixed assets to £4.6 million from £3.1 million at the beginning of the period.

Cash flow

The Company utilised £6.3 million (£8.4 million including capitalised R&D spend) of cash from operations during the period.

Outlook

Rightster is pleased with the encouraging growth displayed throughout H1 2014 across the business and continues to strive to attain optimum results for its clients.

The 2GA platform has developed significantly over the course of H1 2014 and the Company is excited about the benefits and efficiencies this optimal platform will bring to both Rightster and its clients upon its launch in Q4 2014.

The acquisitions of Base79 and Viral Spiral, which completed in August and July 2014 respectively, are expected to 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. They are also expected to enable Rightster's technology and platform to be scaled across thousands of new clients. Together, they have the ability to further 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.

Rightster looks forward to the remainder of the year, where the focus will be on ensuring an effective integration of the two recent acquisitions and the successful roll out of the 2GA platform. Much effort will be put into maximising the greater scale and expertise which comes from the acquisitions to improve the service Rightster will be able to offer Content Owners and Publishers, whilst developing an enhanced proposition to Media Agencies and Brands. With the effective integration of these acquisitions and the benefits and efficiencies created by the 2GA platform, Rightster is confident that its digital distribution solution will continue to scale and its position as a global leader in the rapidly expanding online video market will be solidified.

Responsibility statement

The Directors confirm that to the best of their knowledge:

· The unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 as adopted by the EU.

· The interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R of the Disclosure and Transparency Rules.

On behalf of the Board

Charles Muirhead

Chief Executive Officer

15 September 2014

All transactions arise from continuing operations.

1 General information

The information for the period ended 31 December 2013 does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. A copy of the statutory accounts has been delivered to the Registrar of Companies. The auditors reported on those accounts: their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

2 Accounting policies

Basis of preparation

The annual financial statements of Rightster Group plc are prepared in accordance with IFRS as adopted by the European Union. The condensed set of financial statements included in this half yearly report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting", as adopted by the European Union.

Significant accounting policies

The accounting policies applied by the Group in this condensed set of consolidated financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2013 other then the adoption of IFRS 10 Consolidated financial statements which effective from 1 January 2014. 

Adoption of new and revised standards

At the date of authorisation of the financial statements, certain new standards, amendments and interpretations to existing standards have been published by the IASB but are not yet effective, and have not been adopted early by the Group. Management anticipates that all of the relevant pronouncements will be adopted in the Group's accounting policies for the first period beginning after the effective date of the pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to the Group's financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Group's financial statements.

IFRS 9 Financial Instruments (effective 1 January 2018) - IFRS 9 will impact both the measurement and disclosures of Financial Instruments.

3 Segment reporting

Management identify only one operating segment in the business, being monetising content on-line. This single operating segment is monitored and strategic decisions are made on the basis of this segment alone.

As a result only the geographic reporting of revenue analysis has been included in this note.

No customer accounted for more than 10% of the Group's revenues. The breakdown of net assets and capital expenditure for geographic reporting has not been shown as it can only be provided as an arbitrary breakdown.

3 Segment reporting - continued

Geographic reporting

Rightster has identified four geographic areas (UK, United States of America, Europe and rest of the world) and the information is presented based on the customers' location.

The Group identified four revenue streams, Advertising, Subscriptions, Theatrical and Bookmaker streaming and licenses. In previous periods Bookmaker streaming and licenses were disclosed within Advertising, however the comparative periods have been adjusted to show the stream separately. The analysis of revenue by each stream is detailed below.

The revenue streams have been analysed out further in 2014 to provide enhanced disclosure and to highlight the impact of the bookmaker contract terminated in 2013.

4 Exceptional items

5 Finance costs

6

6 Loss per share

Both the basic and diluted loss per share have been calculated using the loss after tax attributable to shareholders of Rightster Group plc as the numerator, i.e. no adjustments to losses were necessary in 2013 or 2014. The calculation of the basic loss per share is based on the loss attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year. All share options and warrants have been excluded when calculating the diluted earnings per share (EPS) as they were anti dilutive.

The weighted average number of shares in the periods ended 30 June 2013 and 31 December 2013 has been calculated based on the weighted average number of Rightster Limited shares in issue prior to the share for share exchange with Rightster Group plc on 12 November 2013 and the weighted average number of Rightster Group plc shares in issue subsequent to this date, weighted accordingly. Adjustments have been made to reflect the bonus issue and share consolidation during the year such that the weighted average number of shares is expressed in a format consistent with the share capital of Rightster Group plc at the balance sheet date. The weighted average number of ordinary shares includes the A and B preferred shares because the rights attached to these were similar to the ordinary shares and the preferred shares were converted into ordinary shares during 2013.

7 Share capital

Rights attributable to ordinary shares

The holders of ordinary shares are entitled to receive notice of and attend and vote at any general meeting of the Company.

A reconciliation of the movement in of share capital for the periods ended 30 June 2014 and 31 December 2013 is detailed in note 8, there were no movements in share capital during the period ended 30 June 2013.

Rights attributable to the deferred ordinary shares

The holders of Deferred Shares carry no rights to participate in the profits of the Company. On a return of capital on a winding up or dissolution (but not otherwise) the holders of the Deferred Shares shall be entitled to participate in the distribution of the assets of the Company pari passu with the holders of the ordinary shares but only in respect of any excess of those assets above £1,000,000,000,000.

The holders of the Deferred Shares shall not be entitled, in their capacity as holders of such shares, to receive notice of any general meeting of the company or to attend, speak or vote at any such meeting. The Deferred Shares shall not be listed on any stock exchange nor shall any share certificates be issued in respect of such shares. The Deferred Shares shall not be transferable, save as referred to below or with the written consent of the Directors.

23

8 Reconciliation of share capital for the period ended 30 June 2014

8 Reconciliation of share capital for the year ended 31 December 2013

9 Contingent liabilities

There were no contingent liabilities at 30 June 2014 (30 June 2013 and 31 December 2013: None).

10 Transactions with Directors and other related parties

There have been no material changes in the related party transactions described in the last annual report aside from those disclosed elsewhere in this interim statement.

11 Subsequent events

Share placing

Since the period end, the Group has secured additional funding of £42 million (before placing expenses) in the form of a placement of 75 million new ordinary shares on 28 July 2014. The placing was completed at 56 pence per share, representing a discount of 0.9% to the closing mid- price as at 7 July 2014.

Acquisition of Base 79 Limited

On 1 August 2014, the Group acquired 100% of the share capital in Base79 Limited for a total consideration of up to £50 million, to be satisfied by £25 million cash, plus a maximum of £25 million in equity based on achievement of earn out conditions. On acquisition £25 million was provided as deferred consideration.

Goodwill represents the fair value of the expected synergies and other benefits from combining the net assets of Base 79 Limited with those of Rightster Group plc. Transaction expenses charged to the income statement were £0.7 million during the period to 30 June 2014.

Acquisition of Viral Management Limited

On 7 July 2014, the Group acquired the remainder of the shares in Viral Management Limited to bring its holding up to 100% of the issued share capital of the business. The total consideration of up to £4 million is to be satisfied by £1.75 million in cash and £0.6 million ordinary shares on closing, plus a maximum of £0.85 million in cash and £0.85 million in equity based on achievement of earn out conditions. On acquisition £1.7 million was provided as deferred consideration.

Goodwill represents the fair value of the expected synergies and other benefits from combining the net assets of Viral Management Limited with those of Rightster Group plc. Transaction expenses charged to the income statement were £0.2 million during the period to 30 June 2014.

Due to the proximity of both acquisitions above to the interim report the acquisition accounting, including assessments of the fair value of both tangible and intangible assets acquired was incomplete at the date of this report. Information surrounding the fair value of the assets and liabilities acquired will be included within the 31 December 2014 annual report and accounts.