RTHM.L Regulatory News (RTHM)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND ACCORDINGLY THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE.

THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.

FOR IMMEDIATE RELEASE

Please be advised that the following announcement was originally published at 7.01hrs today under RNS code 47180, but is being reissued to facilitate display on third party vendor screens. All content remains unchanged.

Taptica International Ltd

("Taptica")

Possible Offer for RhythmOne Plc

Taptica (AIM: TAP) notes the announcement earlier today by RhythmOne Plc (AIM:RTHM) and confirms that the two companies are in advanced discussions regarding an all-share merger of the two companies (the "Merger"). The combination of the two businesses (the "Enlarged Group") would create one of the leading video advertising companies in the US, delivering significant economies of scale, product offering, revenue synergies and supply chains to compete with the industry leaders, in an industry where scale of offering is key.

The Merger is intended to be structured as an acquisition of RhythmOne by Taptica and the terms of the combination are intended to be set such that Taptica will issue 16 new Taptica shares for each 19 RhythmOne shares held by RhythmOne shareholders. On this basis, following the Merger and on an illustrative basis, existing Taptica shareholders will hold approximately 50.1 per cent. and RhythmOne shareholders would come to hold approximately 49.9 per cent. respectively of the Enlarged Group (sources and bases information are set out below).

It is important to note that this is an announcement of a possible offer pursuant to Rule 2.4 of the Code and accordingly there can be no certainty that any offer for RhythmOne will be made by Taptica.

If any dividend or other distribution is announced, declared, made, paid or becomes payable on or after the date of this announcement, Taptica has reserved the right to reduce the consideration payable in respect of each RhythmOne share by the amount of all or part of any such dividend or other distribution.

Rule 2.6(a) of the Code requires that Taptica, by no later than 5.00 p.m. on 26 February 2019 being the 28th day following the date of this announcement, either announces a firm intention to make an offer for RhythmOne in accordance with Rule 2.7 of the Code or announces that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code.

Investors should note the further disclosures required by the Code set out below, and in particular, that disclosures are required by persons with interests in securities representing more than 1 per cent. of Taptica's relevant securities.

Taptica will make further announcements in due course as and if it may be appropriate.

For further information please contact:

Important information

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law or regulation and therefore any person who comes into possession of this announcement should inform themselves about, and comply with, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws or regulations of any such relevant jurisdiction.

finnCap Ltd ("finnCap"), which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap or for providing advice in relation to the contents of this announcement, or any other matters referred to in this announcement.

Sources and bases of information

The exchange ratio of 16 new Taptica shares for each 19 RhythmOne shares set out above is based on 68,521,997 Taptica shares in issue and a fully diluted share capital of RhythmOne of 80,947,880, in each case as of 29 January 2019, being the last practicable date before release of this Announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclose under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9

Taptica confirms in accordance with Rule 2.9 of the Code that, as at the close of business of 29 January 2019, it had in issue 68,521,997 ordinary shares carrying one vote each and admitted to trading on AIM (excluding 8,143,337 ordinary shares classified as dormant shares under Israeli Companies Law). The International Securities Identification Number for Taptica's ordinary shares is IL0011320343.

Rule 26.1

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the Company's website at www.tapticainternational.com/investors. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.