Motive Television Plc Regulatory News (MTV)

29 March 2012

Motive Television PLC

("Motive", "the Company" or "the Group")

Preliminary Results for the year ended 31 December 2011

Motive Television PLC (AIM: MTV.LN), the digital television technology, software and services provider, is pleased to announce its preliminary results for the year ended 31 December 2011.

Financial highlights

·; Revenue from continuing operations increased by 51% to £2,024,886 (FY 2010: £1,337,308)

·; Gross profit from continuing operations increased by 139% to £753,976 (FY 2010: £314,851)

·; Loss attributable to continuing activities remained flat at £2,544,419 (FY 2010: £2,483,133)

·; Shareholder funds increased to £3,520,333 (2010: £2,723,822) including cash balances of £558,100 (FY 2010: £1,338,628)

·; Loss per share from continuing activities decreased to 0.15p (FY 2010: 0.39p loss)

Operational highlights

·; Launch of Television Anytime Anywhere™ platform which integrates the Company's two core solution offerings and software brands

·; Established United States subsidiary to address growing business in the Americas region

·; Letter of Intent signed with CME Media Services Limited, a wholly-owned subsidiary of Central European Media Enterprises Limited (for the Television Anytime Anywhere™ solution)

·; Announced joint-venture with Granite Broadcasting Corporation in the USA for Television Anytime Anywhere™ solution, with agreement for subsequent pilot programme

·; Expansion into Latin America through agreement with Media Networks Latin America S.A.C. for Television Anytime pilot project

·; Enabledthe broadcasting of 3D television to set-top boxes via DTT

·; Launch of Video2Go product, enabling the seamless loading of recorded movies and other pre-recorded material to laptops, iPads and other tablet and mobile devices

·; Completed Motive's Phase 1 responsibilities in its Digiturk project and in its final system acceptance testing prior to launch

·; Added over 100,000 Television Anytime-enabled television households to the Mediaset Premium On Demand platform

Commenting on the results, Michael Pilsworth, Executive Chairman, said:

"Motive has made excellent progress in 2011, having successfully launched Television Anytime Anywhere™ and signed new agreements in the United States, South America and Europe. The Company remains focused on the execution of its business plan and is in discussions with a number of broadcasters, cable, and satellite operators in both Europe and the Americas. The Board is confident that Motive's distinctive proposition will gain further traction in its key markets in the future."

Contacts:

Notes to Editors

Motive Television provides software and services to the global television industry, enabling Television Anytime Anywhere™. Motive's patented and proprietary technology platform enables viewers to watch what they want, when they want, on whatever device they want. The market is driven by the switchover from analogue to digital television broadcasting, as mandated by the International Telecommunication Union.

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

Television Anytime. A technology platform that enables digital broadcasters and pay television operators to offer enhanced broadcasting services with or without the need for an Internet connection. These services include, among others, Video-on-Demand, Catch-Up TV, Virtual Channels, Sneak Preview TV, and Targeted Advertising. Television Anytime is currently in commercial operation in Europe both in digital terrestrial (DTT) and soon in a satellite (DTH) environment. Patented in Spain and patent pending in the EU.

Television Anywhere. An advanced multi-screen multi-channel technology that allows a viewer to control and watch all the content received by or recorded in their main home television equipment on any computer, mobile phone, iPad or any other Internet connected device. Television Anywhere is software-based and can be updated via software upgrades on existing STB. US patent pending.

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/ir/mtv/ir.jsp?page=home

Chairman's statement

Progress

I am pleased to announce Motive's results for the year ended 31 December 2011. This financial year was one of great accomplishment for Motive. Large-scale projects for existing clients were delivered on budget and on time. Motive successfully integrated the two acquisitions (Adecq Digital S.L. and the assets of NX Vision Ltd), their respective technologies and management teams, redefined the Company's products and services under the Television Anytime Anywhere™ concept and in the second half of the year took these solutions to market. The industry response to Motive's offering has been very positive considering the transformational nature of its products. Motive's products and services are now in various stages of evaluation, consideration, testing and implementation by potential customers on three continents. As a result, the board believes that the Company is well positioned to make solid progress in 2012.

The implementation of Motive's patented Television Anytime technology at its first major client Mediaset, Italy's largest commercial television broadcaster, commenced at the end of 2009. This implementation has now grown to over 300,000 homes, generates significant recurring monthly revenue for Mediaset and adds credibility to Motive's offering. The Mediaset Premium-On-Demand platform has grown substantially in the past 12months, during which time Motive broadened the array of innovative solutions available on the platform. Motive participates in the growth and success of the Mediaset platform through royalties on a per set top box ("STB") basis, and through income for continuing engineering development and product support for Mediaset. The Company anticipates a growing and deepening relationship with Mediaset in terms of innovation and engineering support.

The Company's second major client, Turkish direct-to-home satellite broadcaster Digiturk, (served by Motive through a relationship with Digiturk's middleware provider, Sagemcom), is expected to launch its new services to consumers shortly. The Company has undertaken an 18-month long project to develop new solutions for direct-to-home ("DTH") "push" Video-on-Demand for Digiturk that has now been delivered. Motive has achieved all of its milestones for the pre-launch phase of the project and has been receiving progress payments as specified in the contract. The Company has, and will continue to receive, income from continuing engineering development and integration work, plus upside royalties to share in the success of its platform on a per STB basis. Digiturk is now completing the process of integrated system acceptance testing, which involves running the Company's technology as part of the total integrated system.

In the USA, the Company's wholly-owned US subsidiary, Motive Television Inc., announced a pilot test with Granite Broadcasting Corporation's ("Granite") television station serving the San Francisco-Oakland-San Jose area of the Californian television market (KOFY-TV). This pilot was carried out to identify the most attractive features of the multi-faceted Motive platform for all of Granite's USA markets. Subsequently, Motive and Granite have announced that they will establish a joint-venture, Broadcast Cloud JV (BCJV).This pursues the development, implementation, and use of existing broadcast spectrum to provide live television, data-casting and PVR functionality directly to portable devices such as iPads, Android tablets and smart phones. The BCJV will utilise Motive's patented and proprietary technology that has been in commercial use in Europe since 2009, and extend its reach to portable devices in the United States. Once completed, this will enable Granite and other broadcasters to use their existing ATSC spectrum assets to make their current broadcast signal directly available to devices beyond the television. This will provide consumers with free access to broadcasting content everywhere and on the device of their choice. This simultaneously allows broadcasters to broaden their audience, deepen their relationship with viewers and potentially create new revenue opportunities through additional service offerings. 

The Company is in conversations with additional broadcasters in the USA and is confident that this will lead to new business in 2012 and beyond. In addition, the Company is in discussions with major USA cable operators regarding the use of its Television Anywhere and Video2Go technology.

In Latin America, Motive reached an agreement with Media Networks Latin America S.A.C. ("Media Networks"), a wholly-owned subsidiary of Telefonica Internacional, for a demonstration pilot at its operational headquarters in Lima, Peru and the potential rollout among Media Networks clients in Latin America. Media Networks presently provides turnkey satellite distribution and technical operations services to seven self-owned and third-party DTH and Cable pay television operators across five countries in South and Central America.

In Central and Eastern Europe, Motive signed a Letter of Intent ("LOI") in October 2011 with CME Media Services Limited, a wholly-owned subsidiary of Central European Media Enterprises Limited ("CME"). The LOI outlines the provision by Motive of certain advisory and consulting services regarding the Company's Anytime Anywhere technologies, which follows the technical pilot test of the technologies by CME in 2010 and the initial planning project that Motive undertook with CME in 2011. Motive remains confident of a future implementation of its technology with CME.

Products and services

During the period under review, Motive's offering in the digital television technology space was rebranded Television Anytime Anywhere™. This was done to clearly reflect what the Group's B2B television broadcasting customers can offer their viewers using Motive's technology and supporting services.

Motive believes that the most in-demand feature in the television business today is the ability for viewers to watch what they want, when they want it, on any device or screen. By combining and integrating the capabilities of two proprietary technologies acquired in Autumn 2010, Motive has been able to address this requirement. These technologies, combined with Motive's management expertise, have created a bespoke offering in the marketplace that is gaining traction amongst broadcasters.

Television Anytime (formerly Bestv®) enables the offering of added content and push Video-on-Demand to the home.

Television Anywhere enables content to be viewed on a wide variety of screens, both in the home and elsewhere.

Television Anytime Anywhere™ can work with a multitude of hardware/consumer electronics environments, whether the TV signal is delivered via Digital Terrestrial (DTT), Satellite, cable television, and/or internet (OTT) providers.

Motive's television expertise has made it possible to offer the combined technology and services platform of Television Anytime Anywhere™ to broadcasters with a wide array of consumer-facing features and services, including:

·; Catch-Up TV

·; Video on Demand and Subscription VOD

·; Virtual +1 channels

·; Virtual channels/content collections

·; Targeted advertising

·; Personal Home Cloud (viewing of live and recorded content from the viewer's set-top box on any internet-connected device, either in the home or on the move)

·; Extreme remote control (control of the PVR and television from outside the home from any connected device)

·; Sideloading (loading of recorded content from a PVR to a portable device for later viewing, without the need for an internet signal)

·; Uploading (uploading of content from a portable device to a set-top box, perhaps to view pictures or videos previously recorded)

Motive's Television Anywhere technology provides an innovative and flexible approach to the distribution of television content to all devices within the home. It puts the capability of accessing TV on any screen in the hands of the consumer, rather than having cable or satellite operators distributing additional feeds in multiple formats and technologies to iPads and other screens. By placing Motive's proprietary software into a cable or satellite STB, the cable or DTH provider continues to provide the same service. However, now the consumer is able to connect to their television source from multiple authenticated registered screens and devices in the home. Importantly, the user experience on any screen is the same as watching the main television and can be consistent across all devices, with viewers able to watch both live programming available on their main TV and programmes recorded on their STB.

Additionally, Motive's Television Anywhere software platform provides the capability of sideloading (virtual DVDs) and the ability to use any screen as a remote control. The programming enters the home via cable or DTH, with the provider/operator controlling which, if any, programmes are not permitted to be multi-screen.

As well as being much more efficient than other Cloud methods of feeding television to multiple screens in the home, advantages to Motive's Personal Home Cloud include:

·; No need to pay twice (or more) for the same content on different devices

·; No risk of not being able to access television programs when the Cloud is "down"

·; Ability to watch recorded personal videos in addition to live programs on any device

·; Ability to watch on any computer, laptop, tablet (iPad), desktop, connected TV, i.e. any screen with a browser to connect to the in-home Wi-Fi or internet network

During the period, Motive announced a new product/feature labeled "Video2Go". This enables viewers to side-load a recorded programme from their set-top box to their iPad, or other similar devices, and watch at a later stage without the need of an internet signal, such as when on the move.

Research and development

In January 2011 the Company announced that it had successfully enabled the broadcasting of 3D television content to a set-top box using its Television Anytime software by datacasting 3D content over the digital terrestrial television ("DTT") transmission system. The Directors believe this to be one of the first such transmissions in the world. This technology is now being used by the Company's client Mediaset, Italy's largest commercial television broadcaster, which offers one 3D movie per month to Premium Video on Demand households.

The service, called "3VOD" by Motive, demonstrates the versatility and utility of the Television Anytime software for DTT broadcasters. While the number of 3D-enabled televisions is relatively small, this development positions Motive as an industry leader in this growing market.

The Company filed a new patent that further enhances its Television Anytime technology. The proposed patent, entitled "Ad Insertion Solution in a Push Environment" was filed on 11 February 2011 in Spain and is expected to be extended across the European Union. This new technology permits broadcasters to introduce targeted advertising related directly to on-demand content viewed, thus increasing the efficiency of advertising spend while providing a new method for advertisers to reach viewers.

During the period the Company also developed Video2Go, a major advance in its Television Anytime Anywhere™ platform, enabling the seamless loading of recorded movies and other pre-recorded material to laptops, iPads and other tablet and mobile devices. This allows viewers to transfer a recorded file from their set-top box to a second screen, or mobile device, to watch anytime, anywhere without the need for an internet signal. For example, viewers can pre-load an iPad with content from a home set-top box for later viewing on an aeroplane, viewing in the back of a car, or commuting on a train.

This new technology brings together Motive's two patented capabilities, Television Anytime and Television Anywhere (US patent pending) into one product that allows a viewer to simply sideload content to any mobile device. It also provides opportunities for the hospitality industry, airport lounges and coffee houses to offer Video-to-Go to their customers, providing:

·; The sideloading of VOD content for viewing anytime and anywhere on any iPad, tablet or mobile platform

·; The provision of a branded device user interface with social networking interactivity

Motive Television Limited (Dublin)

During the period under review Motive Television Ltd produced two programmes that were nominated for the Irish Film and Television Awards being, "Man on a Mission" and "The Irish of 9/11". In addition, 11 live GAA matches, "Championship Live", were broadcast for TV3. Motive Television Ltd also produced 16 live UEFA Champions League and Europa League football matches for TV3, including the Europa Cup Final in Dublin. The move into advertiser-funded programming continued, with two series of Matt Cooper's rugby chat show "Area 22" being produced for Guinness. Furthermore, new initiatives with RaboDirect and Volkswagen are under discussion.

Key Performance Indicators ("KPIs")

The Group has established the following KPIs:

·; Increase turnover and profit year-on-year

·; Control overhead tightly

·; Ensure quality product delivery on time to customers

·; Protect the Group's Intellectual Property

·; Be aware of competitive threats and respond accordingly

·; Retain and incentivise key staff

·; Invest in research and development of new products

·; Manage cash and debtors effectively

The Group made progress in all of these areas.

Financial analysis

In the year ended 31 December 2011, revenues were £2,024,886 (2010: £1,337,308). This represents a 51 per cent increase on the same period in 2010.

Loss from continuing operations for the 12 month period was £2,544,419* (2010: £2,483,133).

Loss per share was 0.15p (2010: 0.39p).

Shareholder Funds at 31 December 2011 were £3,520,333 (2010: £2,723,822); this included cash balances of £558,100 (2010: £1,338,628).

* includes an exceptional credit of £638,000 re unpaid deferred consideration.

Business locations

During the period under review, Motive established a Delaware-incorporated USA subsidiary, Motive Television Inc., to address its growing business in the region. The new subsidiary is now headquartered in New York, with operational activities at various client locations.

Motive also has offices in London (headquarters and sales), Barcelona (Television Anytime set-top box engineering), Casablanca (server-side engineering), Dublin (TV production) and Dunfermline, Scotland (Television Anywhere technical development).

Senior Management changes

During the period there were several senior management changes:

·; Anthony Combe was appointed Chief Technical Officer

·; Dr. Glenn Craib was appointed Managing Director of Motive Television (Scotland) Limited and Vice President, Products and Services

·; David Woodman was appointed Managing Director of the Americas

·; Gina Vidal Cambray was appointed Managing Director of Motive Television S.L.

·; Gianluca Ferremi was appointed VP Sales and Marketing

·; Caroline Evans was appointed Group Financial Controller

Post period end developments

Motive Television Limited was awarded three grants totalling €245,000 (£205,000) by the Broadcasting Authority of Ireland towards the cost of production of three sports documentaries for Setanta Sports. "The Biggest Game in Town" follows the fortunes of Irish poker players at the Las Vegas World Series in 2012; "Batmen" explores the history of cricket in Ireland; and "When the Game Was Ours" follows the history of basketball in Ireland in the 1980s.

Outlook for 2012

As shareholders are aware, the business environment in Europe and America was depressed in 2011 and companies have been very cautious to move forward with investment in new capabilities. Motive saw the effect of these headwinds in its efforts to turn decisions and intentions among prospective clients into contracts for deployment. Negotiations have taken longer than anticipated and, in some cases, additional hurdles were added during the process.

The sales process is typically protracted as broadcasters must first familiarise themselves with the new technology and develop business plans for its exploitation. In certain cases, Motive has been assisting its intended future clients in this evaluation process through the use of pilot installations and helping to develop business models. The Board believes that, when the economic results of Motive's platform are proven, the sales cycle will shorten.

The good news is that, at least in the USA, with 2012 being an election year and with the added benefit of the Olympics, the outlook for US broadcasters appears to be very positive and businesses are exhibiting signs of renewed confidence. The Directors believe this will have a direct effect on Motive's ability to complete sales in 2012 and indications are that the USA will be an important market for the Company. As set out above, Motive has developed a relationship with Granite Broadcasting and is in active discussions with major cable operators and other broadcasters.

In Europe, the market remains sluggish due to the financial crisis and the policies of austerity rather than growth that dominate economic thinking. As such, while Motive is confident about closing important sales that were initiated and progressed during 2011, until the business environment becomes more positive, it will remain challenging for any B2B provider to gain firm commitments. Thus the goal for Motive in Europe in 2012 will be to complete a number of active sales discussions.

Asia and South America have remained somewhat insulated from the global downturn and Motive is exploring opportunities in these fast-growth markets.

Despite the business downturn, Motive is poised to capitalise on the market acceptance and interest achieved in 2011 and is confident that it will be able to announce more deployments and contracts during 2012. The Company is in a better position than ever before and with game-changing products, a stronger management team and enhanced market awareness, it is looking forward to this year being one in which Motive moves from a development to operational focus. We have maintained and grown the Company's strong relationship with its first client, Mediaset, one of the world's largest terrestrial broadcasters. In addition, the Board is hopeful that in a few weeks the Company will see the launch of services with its second client and first major DTH platform.

The Company is in advanced discussions with a number of other broadcasters and pay television platforms on several continents and the Board is confident that these discussions will result in significant continued growth in future years. Motive is continuing to develop additional features and capabilities of the platform, in conjunction with its existing and new clients.

Summary

During the period under review, Motive has restructured and integrated two entrepreneurial businesses to create a highly motivated team of 27 engineers, marketers, and managers. The Company has taken two separately developed technologies and combined them into an industry-leading platform, Television Anytime Anywhere™, which has valuable features for terrestrial broadcasters and pay television operators. The Directors believe that the Company is well-positioned to make solid progress in 2012.

Finally, I would like to take this opportunity to thank Motive's CEO, Leonard M. Fertig, for his tireless efforts on behalf of the Company. Without his strategic vision and relentless dedication, the Company would not be able to achieve its goals. I would also like to thank my fellow Directors, and Motive's managers, staff and advisers for their support and hard work on your behalf during the period.

Michael Pilsworth

Chairman

28 March 2012

MOTIVE TELEVISION PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 December 2011

MOTIVE TELEVISION PLC

STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2011

Group

1 GENERAL INFORMATION

Motive Television plc and its subsidiaries provide services to the television industry.

This preliminary announcement is authorised for issue by the Board on 28 March 2012. The financial information has been prepared in accordance with International Financial Reporting Standards adopted by the European Union and applying the same accounting policies and bases of calculation and estimation as applied in previous annual financial statements.

Going concern assumption

Subsequent to the acquisition of Motive Television S.L. (formerly Adecq Digital S.L.) and the successful integration of its TV Anytime Technology with the Group's TV Anywhere technology the Group has enjoyed significant interest in its technology. It also started discussions with a number of parties in the USA. In order to take advantage of these opportunities the directors have increased both the speed of, and level of investment in order to take full advantage of the opportunities arising.

The directors acknowledge that the revenue forecast on which their assessment of going concern is made includes levels of turnover that have not historically been achieved. The growth rate in these forecasts is based on management's expectations of a new and developing market. This, together with the obligation relating to the Put and Call option described below result in a material uncertainty in relation to the ability of the group to meet future obligations as they fall due. In order to provide ongoing working capital, and ensure sufficient funds are available for the Group to undertake the required level of development (including covering the increased level of overhead and expenditure that this would necessitate), the Group may require a further injection of funds within the next 12 months. Since the year end the Group has secured £550,000 via an additional equity placement on 16 March 2012. The directors are confident that if necessary further such injections can be secured in the future and have therefore continued to prepare the financial statements on a going concern basis.

The Group acquired 67.7% of Motive Television S.L. (formerly Adecq Digital S.L.) on 15 October 2010. At the time of acquiring the 67.7% interest in Motive Television S.L. the Company entered into a Put and Call Option Agreement.

Under the Put and Call Option Agreement, the Company granted CCan, the minority holder, a put option to require the Company to purchase the whole of CCan's retained shareholding in Motive Television S.L. representing the remaining 32.3% of the company's issued share capital, at any time after the 18 month anniversary of completion of the acquisition for an exercise price of €2,100,000.

In addition, CCan granted the Company a call option to purchase the whole of CCan's retained shareholding in Motive Television S.L. The call option exercise price is the higher of €2,400,000 and an amount equivalent to either (i) the net placing proceeds of a notional 298,220,750 Ordinary Shares (being the number of Ordinary Shares at a price of 0.4p per share equivalent to the pro-rata amount of such part of the consideration satisfied in Consideration CLNs and Consideration Shares that CCan would have received had CCan sold the whole of its retained shareholding in Adecq Digital on completion of the acquisition) at the same placing price at which Ordinary Shares are placed by or on behalf of the Company for the purpose of funding the call option exercise price or (ii) if no such placing is carried out, the value of such notional number of 298,220,750 Ordinary Shares based on a price per share equal to 93 per cent. of the market value of an Ordinary Share at the time the call option is exercised, subject to a maximum call option exercise price of €4,000,000.

CCan can exercise this option from 15th April 2012. The directors are currently discussing the potential timetable with CCan. At this time, however, they cannot be certain that CCan will exercise their option at the earliest opportunity. If CCan do exercise their option, the Group may not have sufficient funds to meet this obligation. The directors are maintaining their close relationship with CCan to ensure that they are aware of CCan's intentions and carefully monitor the position with a view to ensuring sufficient funds are in place should CCan decide to exercise their option.

2 CASH GENERATED FROM OPERATIONS

3 LOSS PER SHARE

The loss per share is based on a loss for the year attributable to equity holders of the Parent Company of £2,447,728 (2010: £2,360,917) and the weighted average number of ordinary shares in issue for the year of 1,651,231,057 (2010: 636,719,275).

The exercise of the outstanding options and warrants would reduce the loss per share and hence have an anti-dilutive effect.

There are 497,662,237 (2010: 486,462,223) shares that could potentially be issued under the terms of options and warrants as described in notes 20 and 27 to the financial statements included in the report and accounts that will potentially reduce future earnings per share.

4 STATUS OF THIS ANNOUNCEMENT

The financial information is unaudited and does not constitute statutory accounts, but has been extracted therefrom. The financial statements for the year ended 31 December 2011, on which the auditors gave an unqualified opinion, have not been filed with the Registrar of Companies. The auditors have reported their opinion on the financial statements for the year ended 31 December 2011 on 28 March 2012. The auditors gave an unqualified opinion. Their report did not contain a statement under Section 498(2) (accounting records or returns inadequate or accounts or directors' remuneration report not agreeing with records and returns), or Section 498(3) (failure to obtain necessary information and explanations). The auditors report included the following two paragraphs by way of emphasis of matter -

"Emphasis of matter - going concern

In forming our opinion on the financial statements we have considered the adequacy of the disclosures made in note 3 to the financial statements concerning the Group's liquidity. The ability of the Group to meet its working capital requirements for the next 12 months and accelerate its development plans may require further funding to be secured. If such funding is not received the Group may not have sufficient funds to enable it to cover its forecast expenditure for the next 12 months, and would have to reduce its costs in order to continue trading. Furthermore, there is possible uncertainty about the ability of the Group to meet its potential obligation to acquire the minority holding in its subsidiary company Motive Television S.L. for €2,100,000, as a consequence of a put option exercisable by the minority shareholder of Motive Television S.L. on or after 15 April 2012 in the event that this option is exercised. These conditions, as described in note 3 to the financial statements in the report and accounts, indicate the existence of material uncertainties which may cast doubt over the Group's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

Emphasis of matter - goodwill

In forming our opinion on the financial statements we have considered the adequacy of the disclosures made in note 4 and note 15 to the financial statements concerning the carrying value of goodwill at the balance sheet date. The major component of this goodwill balance relates to a business acquired by the Group in October 2010, which is still in early stages of development in a rapidly developing market, and for which the directors believe there is significant growth potential. The directors have prepared cash flow forecasts for the acquired business that necessarily include significant assumptions regarding the potential revenue growth of the acquired business over the next five years. These assumptions are considered to reflect the inherent potential of the business taken into account by the directors when the acquisition was made. The significance of these assumptions, and uncertainty regarding the future revenues to be generated by the acquired business, represent material uncertainties which impact the fair value of goodwill. The financial statements do not include any adjustments that would result if these assumptions proved to be incorrect and an impairment provision was required against the carrying value of goodwill."

5 DIVIDEND NOTE

The Directors will not be recommending the payment of a dividend.

6 COPIES OF THE DOCUMENT

Copies of the Annual Report and Accounts will be available from the Company's registered office, Windsor House, Barnett Way, Barnwood, Gloucester GL4 3RT and the Company's website http://www.motivetelevision.co.uk.