Motive Television Plc Regulatory News (MTV)

13 May 2014

Motive Television PLC

("Motive Television" or the "Company")

Motive Television secures up to £2.98 million investment by way of convertible securities to fund acquisition and rapid growth

Highlights:

· A placement of up to £2.98 million 3-year zero coupon convertible securities allows Motive Television to fund the anticipated acquisition of the last third of its Spanish subsidiary and provide funding for its rapidly growing business.

· Placement made to, and the convertible security funding provided by, New York based fund, Bergen Global Opportunity Fund, LP ("Bergen").

· Staged funding potentially minimises dilution to existing shareholders.

The Company announces that it has entered into a convertible securities issuance deed (the "Deed") with Bergen in connection with an issuance of up to £2,980,000 worth of zero coupon convertible securities by the Company (the "Convertible Securities").

The Convertible Securities will (subject to the satisfaction of certain conditions) be issued in four tranches. The initial Convertible Security will have the nominal value of £1,480,000 and will be issued shortly. The second Convertible Security will be issued 150 days after the date of issuance of the initial Convertible Security and have the nominal value of between £400,000 and £500,000. Each of the two subsequent Convertible Securities will be issued 100 days after the date of issuance of the previous Convertible Security and have the nominal value of between £400,000 and £500,000.

The Convertible Securities will have a term ending on 12 May 2017.

The Company will have the right to repurchase the Convertible Securities for cash within a certain redemption period. The Company will additionally have the right to terminate the Agreement at any time and not to issue the remaining Convertible Securities on payment of a modest termination fee. Further, the Company will have the right to pause the funding schedule in its discretion, at no additional cost, without terminating the Deed.

The Convertible Securities will (subject to the satisfaction of certain conditions) be convertible into ordinary shares of the Company (the "Shares"), in whole or in part, at the option of Bergen. The Company will make an announcement each time any Convertible Securities are converted in whole or in part and will specify in such announcement the relevant conversion price, which will be set (at Bergen's election) by reference to (a) 90% of the average of five daily volume-weighted average prices of the Shares on AIM during a specified period preceding the relevant conversion ("Conversion Price A") and (b) 140% of the average of the daily volume-weighted average prices of the Shares for the 20 consecutive trading days preceding the date of execution of the Deed ("Conversion Price B"), save that Conversion Price B may only apply in respect of up to £700,000 in aggregate nominal amount of the Convertible Securities. As an additional protection for the Company, Bergen may not utilize Conversion Price A where the market price of the Company's shares exceeds £0.00033 and Conversion Price A would be lower than Conversion Price B. In such circumstances, Bergen is required to utilize Conversion Price B only.

Bergen has agreed to certain, substantial, limitations on its ability to dispose of the Shares following a conversion of the Convertible Securities. Additionally, Bergen does not, and has agreed not to, and to cause its affiliates not to, short-sell the Company's shares. Further, Bergen has agreed to a number of limitations on its ability to convert the Convertible Securities. Among other things, Bergen may not convert an amount exceeding £400,000 in the first three months after the execution of the Deed, unless the trading volume of the Company's shares on AIM exceeds a certain substantial threshold.

The Company has agreed to issue to Bergen 600,000,000 Shares by way of a commencement fee in relation to the overall funding. The Company will apply for admission of these Shares to trading on AIM shortly, and this is expected to become effective on or about 19 May 2014. The Company has agreed that it will (subject to the satisfaction of certain conditions) issue 2,500,000,000 warrants with an exercise period of 48 months from the date of issue (the "Warrants") to Bergen entitling Bergen (or any subsequent holder of the Warrants) to subscribe for one Share per Warrant at the exercise price equal to 140% of the average of the daily volume-weighted average prices of the Shares during the 20 trading days prior to the date of execution of the Deed.

The Convertible Securities will only be issued to the extent that the Company has corporate authority to do so.

Application will be made to the London Stock Exchange for any Shares issued and allotted on exercise of the Warrants or conversion of the Convertible Securities to be admitted to trading on AIM.

Following the issue of the 600,000,000 Shares to Bergen as a commencement fee, the Company will have 33,803,509,846 Shares in issue with each Share carrying the right to one vote. There are no Shares currently held in treasury. The total number of voting rights in the Company following admission of the Shares to trading on AIM will therefore be 33,803,509,846 and this figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Rules and Transparency Rules published by the United Kingdom Listing Authority

Michael Pilsworth, Executive Chairman of Motive said: "The funding from Bergen allows Motive to develop its Tablet TV service in the USA, UK, and globally and take advantage of the growing worldwide market for its entire Content Express™ platform. It also will enable the Company to acquire the remainder of its Spanish subsidiary and provide stability and reduced risk to the Company going forward. The agreement provides Motive with immediate access to funds through a flexible, convertible instrument with the ability to secure additional funding in stages, whilst potentially minimising dilution to existing shareholders".

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 

About Bergen Asset Management LLC

Bergen Global Opportunity Fund, LP (the "Fund"), is managed by Bergen Asset Management LLC, a New York-based asset management company. The Fund invests in high-growth public and private companies in a range of industries around the world.