Brave Bison Regulatory News (BBSN)

28 July 2015

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

Trading Update

Rightster Group plc (LSE AIM: RSTR), the digital video distribution and monetisation network, today provides an update on trading during the first six months of its financial year to 30 June 2015, together with a business update.

The Company continues to show strong growth across the business with unaudited Net Revenue in H1 2015 reaching approximately £7.0m, an increase of 268% from H1 2014. Management have identified further cost savings in the form of additional headcount reductions and an earlier closure of the Company's technology office in Bangalore. This takes the Company's annualised cost savings from £3m (as announced in February) to an estimated £5m.

Online video traffic has shown encouraging growth during the period, with average monthly video views for H1 2015 totalling 1.6bn, an uplift of 331% from H1 2014. By the end of June, the Company's total subscribers reached 85 million, up 41% since December, 2014.

Rightster has secured some high-profile deals throughout the period, including a content partnership with Spotify, international brand deals with Proctor & Gamble and a partnership with Universal Pictures International which utilised the Company's network on YouTube, Instagram, Facebook and Snapchat. The Company has also launched "Canvas", a multi-channel network (MCN) for the arts this month with 14 partners so far, including Sadler's Wells and Southbank Centre. "Canvas" (www.youtube.com/CanvasArts) is the first project to be rolled out as part of the £1.8m Arts Council relationship announced in September 2014.

Additionally, growth in Asia Pacific has been strong for the Company in H1 2015, with deals being secured with brands such as Heineken and GlaxoSmithKline, as well as the leading publisher, Pedestrian TV.

The Company is also pleased to announce the appointment of Shiv Bhaduri as Chief Product Officer. Shiv brings over 15 years' experience in product leadership roles across the digital and financial industries including GM of Media WEVE, and director of Products and Innovation at AOL.

Patrick Walker, CEO of Rightster, commented: 

"I am delighted with the significant progress the Company has made in the past six months. The management team has been able to demonstrate the strategic rationale behind the acquisitions last year through both substantial cost synergies and exploiting the revenue opportunities."

Base79 Earn-out

As reported previously, the deferred element of consideration payable for the acquisition of Base79 is due to be paid in H2 2015. As a result of certain earn-out conditions being satisfied, the Company has agreed to a total consideration of £24.3m. The first portion of this consideration of £20.7m will be settled by way of an issue of new ordinary shares by the Company to the vendors on or around 4 August 2015. The remainder of £3.6m (net of certain required deductions for PAYE income tax and National Insurance Contributions) will be settled in Q4 2014 by a further issue of new ordinary shares by the Company. The price at which new ordinary shares will be issued to satisfy the earn-out will be a price per ordinary share equal to the average closing mid-price for ordinary shares (as shown in the Daily Official List of the London Stock Exchange) for the five trading days prior to the date of payment of the first portion of the earn-out. All former Base79 shareholders who are issued new ordinary shares to satisfy the earn-out 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). 

Except for MMC, TCG and Media Partners Base79 Holdings LLC, the former shareholders of Base79 who are entitled to receive the earn-out are acting in concert for the purposes of the Takeover Code.

ENDS

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

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.