TRMR.L Regulatory News (TRMR)

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU 596/2014). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

25 FEBRUARY 2019

FOR IMMEDIATE RELEASE

RECOMMENDED OFFER

for

RhythmOne plc

by

Taptica International Ltd

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act

Publication of Scheme Document

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.

On 4 February 2019, the boards of RhythmOne plc ("RhythmOne") and Taptica International Ltd ("Taptica") announced that they had reached agreement on the terms of a recommended cash acquisition by which the entire issued and to be issued ordinary share capital of RhythmOne will be acquired by Taptica (the "Acquisition"). The Acquisition is to be effected by means of a Court approved scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

RhythmOne is pleased to announce that the scheme document containing the full terms and conditions of the Acquisition, a notice of a meeting of the shareholders of RhythmOne convened by the Court to approve the Scheme (the "Court Meeting") and a notice of a general meeting of RhythmOne (the "General Meeting") (the "Scheme Document"), together with Forms of Proxy relating to the Court Meeting and the General Meeting, are being published today and sent to RhythmOne Shareholders and, for information only, to persons with information rights.

The Scheme Document, which sets out amongst other things, a letter from the Chairman of RhythmOne, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an indicative timetable of principal events, notices of the required meetings and details of the action to be taken by RhythmOne Shareholders, will be made available on RhythmOne's website at https://investor.rhythmone.com/legal_notice up to and including the Effective Date. The contents of this website are not incorporated into, and do not form part of, this announcement.

The directors of RhythmOne (the "RhythmOne Directors"), who have been so advised by Whitman Howard as to the financial terms of the Acquisition, consider the proposals described in the Scheme Document to be fair and reasonable and in the best interests of RhythmOne and the shareholders of RhythmOne (the "RhythmOne Shareholders") as a whole. In providing advice to the RhythmOne Directors, Whitman Howard has taken into account the commercial assessments of the RhythmOne Directors. Whitman Howard is providing independent financial advice to the RhythmOne Directors for the purposes of Rule 3.1 of the Takeover Code.

Accordingly, the RhythmOne Directors have unanimously agreed to recommend that RhythmOne Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and in favour of the resolution at the General Meeting, and Mr Eric Singer (being a RhythmOne Director who holds shares in RhythmOne ("RhythmOne Shares")), and his related interests have irrevocably undertaken to do so in respect of their beneficial holding of 4,057,323 RhythmOne Shares, representing approximately 5.16 per cent. of the existing ordinary share capital of RhythmOne. Mr John Mutch (being a RhythmOne Director who holds RhythmOne shares) has also irrevocably undertaken to do so in respect of his own beneficial holding of 15,294 RhythmOne Shares, representing approximately 0.02 per cent. of the existing ordinary share capital of RhythmOne.

Notices of Court Meeting and General Meeting

As described in the Scheme Document, to become effective the Scheme will require, amongst other things, the approval of RhythmOne Shareholders at the Court Meeting, the passing of the Resolution at the General Meeting and the subsequent sanction of the Court. The Scheme is also subject to the satisfaction or waiver of certain conditions and further terms that are set out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, which will be held at the offices of Pillsbury Winthrop Shaw Pittman LLP, Tower 42, Level 21, 25 Old Broad Street, London EC2N 1HQ on 22 March 2019, are set out in the Scheme Document. The Court Meeting will commence at 10.00 a.m. (London time) and the General Meeting at 10.15 a.m. (London time) (or, if later, as soon as the Court Meeting has concluded or been adjourned).

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. Subject to obtaining the approval of RhythmOne Shareholders at the Court Meeting and the General Meeting, the sanction of the Court and the satisfaction or, where applicable, waiver of the other conditions (as set out in part 3 of the Scheme Document), the Scheme is expected to become effective on 1 April 2019.

If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulatory Information Service and any such announcement will be made available on RhythmOne's website at https://investor.rhythmone.com/legal_notice

If the Scheme is approved as outlined above, it is expected that RhythmOne Shares will be delisted from AIM by 7:00 a.m. (UK time) on 2 April 2019.

The Directors of RhythmOne accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

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.

Whitman Howard Limited ("Whitman Howard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser and Broker to RhythmOne and for no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than RhythmOne for providing the protections afforded to clients of Whitman Howard, or for providing advice in connection with the possible offer for RhythmOne or any other matters referred to herein.

Grant Thornton UK LLP ("Grant Thornton"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to RhythmOne and for no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than RhythmOne for providing the protections afforded to clients of Grant Thornton, or for providing advice in connection with the possible offer for RhythmOne or any other matters referred to herein.

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.

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at https://investor.rhythmone.com/ as soon as possible and, in any event, by no later than 12 noon (London time) on 26 February 2019.

The contents of RhythmOne's website are not incorporated into and do not form part of this announcement.

You may request a hard copy of this announcement by contacting the Company Secretary of RhythmOne at IR@rhythmone.com.

You may also request that all future documents, announcements and information to be sent to you in relation to the offer should be in hard copy form.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, RhythmOne announces that, as at the date of this announcement, it has 78,652,306 ordinary shares of 10 pence each in issue and admitted to trading on the AIM Market of the London Stock Exchange. There are no Treasury shares in RhythmOne.

The International Securities Identification Number (ISIN) for RhythmOne's ordinary shares is GB00BYW0RC64.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out the expected dates for implementation of the Scheme. All times shown are London times. All dates and times are based on Taptica's and RhythmOne's current expectations and are subject to change. If any of the dates and / or times in this expected timetable change, the revised dates and / or times will be notified through a Regulatory Information Service, with such announcement being made available on RhythmOne's website at https://investor.rhythmone.com/legal_notice