RTHM.L Regulatory News (RTHM)

RHYTHMONE PLC

DIRECTORATE AND MANAGEMENT CHANGES

London, England and San Francisco, CA. - 27 June, 2017 - RhythmOne plc ("RhythmOne", "1R" or the "Company"; LSE AIM: RTHM), is pleased to announce that Mr. Edward ("Ted") Hastings, President of RhythmOne will succeed Mr. Subhransu "Brian" Mukherjee as Chief Executive Officer of the Company, effective 19 July 2017.

This transition in executive roles reflects an amicable, orderly and strategic approach to succession planning and execution by the Board. With RhythmOne's end to end programmatic platform now firmly in place, the window of opportunity to accelerate inorganic growth has provided the catalyst to leverage Ted's extensive M&A experience to accelerate the Company's growth and scale aspirations. Ted brings over 15 years' experience in building successful Software, Internet and digital media companies, having most recently served as CEO of Perk, Inc. until its acquisition by RhythmOne in January 2017. He has deep knowledge of the advertising technology industry and proven success fueling growth through over 30 acquisitions during his career - vital expertise as RhythmOne pursues the unique opportunity to drive industry consolidation in the "second coming" of Ad Tech. Mr. Hastings' remuneration package* on appointment constitutes a related party transaction under AIM Rule 13, by virtue of Mr. Hastings' existing position as President of RhythmOne. The Directors of RhythmOne (with the exception of Mr. Hastings) consider, having consulted with Numis, the Company's Nominated Adviser, that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Over the past five years as CEO, Brian led RhythmOne through a period of seismic change in the industry and the Company. His tenure saw the introduction and rapid growth of automated trading platforms, increased focus on brand safety and supply quality, and rapid industry consolidation. Under Brian's leadership, RhythmOne fundamentally shifted its strategic focus to align with key industry growth vectors and entirely reconstituted its product focus to become a class leading, end to end, multi-channel, multi-format, programmatic advertising platform for engaged audiences at scale - accomplished through a combination of organic investments and targeted acquisitions. Supported by a strong management team, RhythmOne achieved benchmark highs in revenue, profitability and stock performance during Brian's tenure as Chief Executive and, after a period of significant industry change, has returned to topline growth and profitability. Brian has also informed the Company of his intention to resign from the Board of Directors as of the succession date in order to provide the new team a clear runway, but has agreed to serve as an Advisor to the Board and Company to ensure a seamless transition of duties. 

Raj Chellaraj, Chairman of the Board, said:

"Brian was absolutely critical in transforming RhythmOne into the successful business it is today, while steering the Company through a period of massive change. On behalf of the Board and the entire RhythmOne team, I would like to extend our thanks for his remarkable leadership, steadfast commitment and significant contributions to the Company over the past five years. Brian has left an enduring imprint on RhythmOne - strategically, operationally and culturally, and we are grateful for the continuity he will provide in his advisory role. Having Ted succeed Brian is a natural evolution for the Company. Ted's proven financial and acquisition experience will be instrumental as we leverage our resources and explore opportunities to accelerate growth."

S. Brian Mukherjee, Chief Executive Officer, said:

"It has been a privilege and a pleasure to lead RhythmOne over the past five years as we transformed from a niche video search engine into a class-leading digital advertising technology platform. RhythmOne has a superb team, and I am confident that shareholders can continue to rely on their dedication and enthusiasm to build on our momentum. The Perk acquisition enabled us to onboard Ted - whom I have known for over a decade, and consider the ideal succession candidate to realize the consolidation opportunity at hand and augment the growth trajectory of the Company. I am pleased that he has agreed to take on the responsibility. Ted's knowledge base and extensive experience will serve RhythmOne well as it takes decisive steps to compete and succeed in the second coming of ad tech."

Ted Hastings, President of RhythmOne, said:

"I am honored and delighted to lead RhythmOne through its next phase of growth. I view the executive change as the start of a new journey to rapidly scale the remarkable platform the RhythmOne team has built under Brian's leadership. With the end to end platform now fully established, our goal shifts to driving volume through the platform, and improving inventory fill rates and pricing through value-adding data and audience targeting. I look forward to working with the many talented people across the Company, while benefitting from Brian's counsel in his advisory capacity, as we seek to fortify and expand our market position, and develop new ways to deliver value to our clients and partners."

*Remuneration to include $400K base salary, $400K discretionary bonus and an issuance of Restricted Stock Units ("RSUs") valued at $3M, to be issued on 18 July 2017. The RSUs are subject to a one-year cliff and four-year vesting schedule, in equal vesting increments.

About RhythmOne

RhythmOne is a technology-enabled digital media company that connects online audiences with brands through premium content across devices. Founded in 2004 in the UK, the Company pioneered Internet video search and works with digital advertisers, publishers and content providers to offer fully integrated, cross-screen solutions that span desktop and mobile video, rich media, display, social and native advertising, and content formats. Through its fully integrated programmatic platform, RhythmMax, the Company represents digital advertising inventory across owned, controlled and extended supply sources. The RhythmMax platform includes unique brand safety technology, RhythmGuard, which combines leading third-party verification and proprietary filtering technologies to ensure inventory quality in brand safe environments. RhythmOne's goal is to maximize the return on advertising spend and provide the most efficient and effective marketplace for digital advertising. The Company is headquartered in San Francisco, California with offices in the US, UK and Canada. For more information please visit www.rhythmone.com.

Analyst and Investor Contact

Dan Slivjanovski

RhythmOne plc

Financial Media Contacts

Edward Bridges / Roger Newby

FTI Consulting LLP

(UK) 020 3727 1000

Nomad and Broker for RhythmOne

Nick Westlake (Nomad) / Lorna Tilbian / Mark Lander

Numis Securities Limited

(UK) 020 7260 1000