S4 Cap. Regulatory News (SFOR)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, GUERNSEY, JERSEY, JAPAN, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

24 December 2018

S4 CAPITAL PLC

("S4 Capital" or the "Company")

Admission to Trading on the London Stock Exchange

S4 Capital plc (SFOR.L), is pleased to announce that following the publication of its Prospectus on 4 December 2018, 107,902,245 ordinary shares of £0.25 each ("New Ordinary Shares") will be admitted to the Standard Segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's Main Market at 8.00 a.m. GMT today under the ticker "SFOR" ("Admission"). The ISIN is GB00BFZZM640.

Upon Admission:

· the MightyHive Merger will become unconditional;

· 3,561,431 New Ordinary Shares will be issued to the S4 Capital Employee Benefit Trust; and

· the appointment of Peter Kim, Christopher Martin and Daniel Pinto to the Company's board will become effective.

A further 8,984,159 ordinary shares of £0.25 each in the capital of the Company will also be admitted to the the Standard Segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's Main Market by way of a block listing at 8.00 a.m. GMT today.

Sir Martin Sorrell, Executive Chairman, commented: "We are delighted to announce the closing of the MightyHive merger and welcome MightyHive principals, Pete Kim and Chris Martin and Stanhope CEO Daniel Pinto to the S4 Capital plc Board.

S4 Capital is now fully operational in the areas of digital content, programmatic media planning and buying, using extensive first party data for both functions in twelve countries with approximately 1,200 people - from New York, Los Angeles, San Francisco, Toronto, Mexico City, Sao Paolo, Buenos Aires, London, Amsterdam, Stockholm, Dubai, Shanghai, Singapore and Sydney. Further geographical priorities include Germany, India and Japan.

S4 Capital is now in a position to compete for comprehensive digital-first mandates at the highest levels and is beginning to succeed meaningfully."

Peter Kim is currently a director of The Center for Investigative Reporting and previously was a director of Frontier Utilities, LLC.

Daniel Pinto is currently a director of 69-71 Harcourt Terrace Limited, New City Initiative Europe, Pinto Films LLP, Soparexo SA, Stanhope Capital (Cayman) Limited, Stanhope Capital (Corporate Member) Limited, Stanhope Capital (Jersey) Limited, Stanhope Capital (Switzerland) SA and Stanhope Capital Management Limited. Daniel was previously a director of Jewson Associates Limited and Stanhope Capital LLP.

Christopher Martin holds no other directorships.

Since the publication of a prospectus by the Company on 4 December 2018, the MightyHive Group has continued to trade in line with management expectations.

The Company's issued share capital is 363,396,923 Ordinary Shares. This figure may be used by shareowners as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below.

Sir Martin Sorrell, Executive ChairmanS4 Capital plc, 12 St James's Place, London SW1A 1NXLEI 21380068SP9V65KPQN68

IMPORTANT NOTICES

This Announcement has been prepared by, and is the sole responsibility of, the Directors of S4 Capital plc.

Dowgate, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting for S4 Capital plc in connection with the proposals set out in this Announcement and for no one else and will not be responsible to anyone other than S4 Capital plc for providing the protections afforded to their clients or for providing advice in relation to this Announcement or any matters referred to herein.

HSBC, which is authorised and regulated in the United Kingdom by the Prudential Regulation Authority and the FCA, is acting for S4 Capital plc in connection with the proposals set out in this Announcement and for no one else and will not be responsible to anyone other than S4 Capital plc for providing the protections afforded to their clients or for providing advice in relation to this Announcement or any matters referred to herein.

No representation or warranty, express or implied, is made by Dowgate or HSBC or any of their respective affiliates as to the contents of this Announcement, or for the omission of any material from this Announcement, including its accuracy, fairness, completeness or verification in connection with the Company or the Issue and nothing in this Announcement is, or shall be relied upon as, a warranty or representation in this respect, whether as to the past or future. No liability whatsoever is accepted by either HSBC or Dowgate or any of their respective affiliates for the accuracy of any information or opinions contained in this Agreement or for the omission of any material information, for which the Company is solely responsible. Neither Dowgate nor HSBC has authorised the contents of, or any part of, this Announcement and no liability whatsoever is accepted by Dowgate or HSBC for the accuracy of any information or opinions contained in this document or for the omission of any information from this Announcement.