DGS.L Regulatory News (DGS)

15 October 2015

Digital Globe Services, Ltd.

(the "Company", the "Group" and together with its subsidiaries "DGS")

Board Appointments

Digital Globe Services, Ltd. (AIM: DGS), a leading provider of online customer acquisition solutions for large, consumer-facing organisations, today announces its appointment of David Flowers as a Non-Executive, Independent member of the Board of Directors to fill the vacancy created upon the resignation of Sam Howe. The effective date of the Board appointment is 15 October 2015. David Flowers has served as an advisor to the Board since 1 January 2015.

David (known as "Dave") Flowers served as Senior Vice President and Managing Director Alternative Investments at Liberty Media Corporation ("Liberty") from 2011 until his retirement in December 2014. Prior to this, Mr. Flowers served as Senior Vice-President and Treasurer of Liberty from 2006 to January 2011 and Senior Vice President of Liberty's, Discovery Holding Company from 2000 until 2004. After 19 years of service in various investment, finance and treasury roles, Mr. Flowers retired from Liberty Media. Mr. Flowers has held positions on the Board of Directors of Sirius XM and a number of Liberty Media portfolio companies. Prior to joining Liberty Media in 1995, Mr. Flowers was Managing Director of the Media Finance Group at Toronto Dominion Bank where he spent 14 years in various investment banking and analyst roles. He holds a Bachelor of Commerce from Carleton University in Ottawa, Ontario with a major in Finance and is a Chartered Financial Analyst.

Zia Chishti, Chairman of DGS, commented: 

"The Board conducted a thorough search and we are delighted that we have been able to appoint somebody of Dave's calibre. He is a highly regarded executive who brings a wealth of experience in international public company finance, transactions and public company reporting and governance. Dave's deal and finance acumen are well known in the US and Europe and we look forward to the many contributions Dave will make to the Board."

Further to the announcement of 23 June 2015, the Company also confirms the appointment of George Andrew Lear III (Andrew Lear) as Chief Financial Officer (CFO) and an Executive Director of the Company effective 15 October 2015. Andrew Lear has previously served as the Group's Chief Strategy Officer and CFO of its US subsidiary companies, and as interim Group CFO at other times prior to his full time appointment as CFO in June this year. Andrew Lear has over 16 years of strategy, finance and accounting experience at the management and executive level with specialties in new market growth, valuation and investment analysis. Andrew holds a BS degree in Mechanical Engineering from Brigham Young University, and an MBA with concentrations in Finance and International Business from the Ross School of Business at the University of Michigan.

In accordance with the Bye-Laws of the Company, Mr. Flowers and Mr. Lear will stand for election at the Company's Annual General Meeting on 12 November 2015 at 10:00 a.m. at the Company's offices, formal notice of which will be issued shortly.

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Overview of DGS

Founded in 2008 with offices in London, Bermuda, Netherlands, USA and Ireland, DGS is a specialist provider of outsourced online customer acquisition solutions for large, consumer-facing corporations. DGS delivers customers to its clients through optimised paid search, search engine optimization, integrated websites, e-mail, social media and contact centre support, receiving a fee for each customer acquired for its clients.

DGS is seeking to establish itself as the leading international provider of outsourced online customer, lead and inquiry acquisition, services, through its focus on having the premier technology platform in the industry. Paid search refers to the auction process for key search terms that search providers run and in which prospective advertisers, or their agents, compete in order to have their advertising or search results displayed. 

By using its optimising technology platform, dgSMART, and its experience of website management and digital media customer acquisition, efficient contact centre operations and other process expertise, DGS is able to acquire customers and achieve conversion rates that deliver profitable, high quality customers or valuable leads and inquiries to its clients.

DGS employs over 700 staff in Europe, North America and Asia. The Company currently has over 30 direct and indirect client relationships globally, many of which are with companies in the US Fortune 500.

Additional regulatory information:

Dave Flowers

David John Arthur Flowers (aged 61), known as Dave Flowers, is or has been a director or partner of the following companies or partnerships during the past 5 years:

David Flowers was a director of Fanball UK Limited, a company which was dissolved on 17 August 2011. There was no deficiency to creditors.

Mr Flowers holds 69,000 ordinary shares in the Company representing 0.2% of the total voting rights in the Company's issued share capital. On 23 March 2015, Whitefish Capital, LLC, an entity controlled by David Flowers was granted 20,000 restricted stock units ("RSUs") in the Company in relation to its provision of services on the Advisory Board of the Company, which began 1 January 2015. Each RSU carries a right over one ordinary share in the SOP Trust. Ten thousand of the RSUs held by Mr. Flowers vested on 1 June 2015. The remaining 10,000 RSUs will vest on 1 January 2017. Under the Director Agreement executed with Mr. Flowers, he will earn the standard compensation paid to all other Non-Executive, Independent Directors which is an annual fee of US$35,000 and options to purchase 0.25% of the fully diluted share capital, equivalent to 74,906 RSUs in this instance, at a strike price of one pence. Twenty-five percent of the RSUs will vest on 1 April 2017 and then 1/36th per month over the succeeding three years.

There is no further information on Mr Flowers required to be disclosed under Rule 17 or Schedule Two, paragraph (g) of the AIM Rules for Companies.

Andrew Lear

George Andrew Lear (aged 47), known as Andrew Lear, has been a director of Digital Globe Services Inc. and TelSatOnline Inc. during the last five years. Both are wholly owned, indirect subsidiaries of the Company. Mr. Lear has not held any other directorship or partner in any companies or partnerships during the past 5 years.

In addition, on 20 January 2013, Andrew Lear was granted 192,535 options in the Company. The options have a strike price of US$2.34 and vested 25% on 1 April 2013 and 1/36th per month thereafter. The options expire on the earlier of 19 January 2023 or three months after termination of employment. On 19 March 2015, Andrew Lear was granted 50,000 options in the Company. The options have a strike price of 47.88 pence and will vest with 25% on 1 April 2016 and 1/36th over the remaining 36 months. The options will expire on the earlier of 19 March 2025 or three months after termination of employment.

Zia Chishti, Non-Executive Chairman of DGS, is the half-brother of Andrew Lear.

There is no further information on Mr Lear required to be disclosed under Rule 17 or Schedule Two, paragraph (g) of the AIM Rules for Companies.