Motive Television Plc Regulatory News (MTV)

26 November 2014

Motive Television PLC

("Motive" or the "Company")

Motive reaches agreement to acquire remainder of Spanish subsidiary

 Company settles dispute and acquires 100% ownership of patented Intellectual Property Rights ("IPR")

Issue of Equity

Motive Television plc announces that it has reached a final and binding agreement with CCAN 2005 Inversiones Societarias, S.C.R., S.A. De Regimen Simplificado (''CCAN'') to acquire the remaining 32.3 per cent. of Motive Television SL, (its Spanish subsidiary), that it does not own for €600,000 (approximately £480,000). This agreement also resolves the two-year legal dispute between Motive and CCAN that has been active in the courts in Spain and the United Kingdom. 

The acquisition is being part financed by a placing of 6,153,846,154 new ordinary shares priced at £0.00013 each to raise gross proceeds of £800,000 ("Placing Shares").

€600,000 (approximately £480,000) will be used to finance the CCAN settlement and the balance will be used to accelerate the rollout of Tablet TV in the United States, United Kingdom, and other markets.

In October 2010, the Company acquired 67.7 per cent. of Adecq Digital S.L. (since renamed Motive Television S.L.) from its founders for €4.2 million. CCAN owned the remaining 32.3 per cent. until 3 July 2012 when it underwent a change of control and Motive exercised its rights under the Shareholder Agreement to acquire the CCAN stake at nominal value. Subsequently, CCAN notified the Company that it intended to exercise its rights under a Put Option to sell its shares to Motive for €2.1 million, and the ownership transfer has been in legal dispute since then.

Application will be made for the Placing Shares to be admitted to trading on AIM. Admission is expected to become effective and dealings are expected to commence on AIM on 2 December 2014. Following the issue of the Placing Shares, the Company will have 41,917,673,381 Ordinary Shares in issue.

Leonard M Fertig, CEO of Motive Television plc, commented, "The resolution of the CCAN dispute and acquisition of complete control of the Company's IPR is an important step forward, and is expected to add substantial value to the Company. Being able to do so at a fraction of the cost of the first two-thirds is very good deal. In addition, Tablet TV is proving so popular with broadcasters that we are accelerating the rollout of a game-changing product for Motive."

Michael Pilsworth, Chairman of Motive Television plc, added, "This acquisition resolves the long-standing legal dispute between the Company and CCAN and gives Motive complete ownership of its subsidiary that owns its patented IPR. It allows management to focus on the upcoming launches of Tablet TV in the United States and the UK and on building our business."

Enquiries:

Notes to Editors

Motive Television provides broadcasters and pay television operators with enabling technology that provides opportunities to deliver highly valued services to viewers that generate additional income and retain existing subscribers, comprising:

Content Express™

Today's television viewers are demanding the ability to watch whatever they want when they want it on any screen, and Motive's Content Express™ makes that possible without having to build new networks. Content Express™ software provides secure delivery and management of non-linear digital content across any type of broadcast network to any consumer-facing screen or device. Motive has deployed it in both single and hybrid distribution systems that combine broadband access with traditional distribution for an optimal solution.

Motive's Content Express™ solutions platform provides a one-stop shop for digital terrestrial broadcasters, satellite, DTT cable pay television platforms, and Internet OTT content providers to offer new services including: Video on Demand (VOD and SVOD), Catch-up television, Tablet Television, Targeted advertising for VOD, Mocast for 4G LTE, Virtual channels and Video2Go.

Tablet TV

With a proprietary app and T-Pod antenna-tuner, tablet owners around the globe can watch and record all the programming currently broadcast over digital terrestrial channels. Additionally, Tablet TV subscribers have the ability to download a selection of video-on-demand movies and programmes without the need for Internet access and, when they are connected, use integrated social networking and access anything available over the Internet.

Motive's content division is:

Motive Television Limited, a Dublin-based award-winning independent production company that produces factual programmes for Irish broadcasters. It specializes in live sports production and sports documentaries and also produces factual and entertainment series.

Motive Television was founded in London in 2005 and its shares are quoted on the London Stock Exchange (AIM). http://www.motivetelevision.co.uk