Related Party Transaction

18 June 2018

Big Sofa Technologies Group plc

("Big Sofa" or the "Company")

Related Party Transaction

Big Sofa (AIM: BST), a fast-growing international video analytics provider to consumer brands and market research agencies, announces that, as set out in the RNS announcement dated 2 March 2018, following a subscription for ordinary shares (the "Subscription") on 9 March 2018, Ipsos S.A ("Ipsos") became a "substantial shareholder" in Big Sofa, as defined in the AIM Rules for Companies and, as such, is now a "related party". Therefore, all trading and other transactions between the Company and members of the Group ("the Ipsos Group") fall to be assessed as related party transactions under AIM Rule 13. The Ipsos Group has been a customer of Big Sofa since May 2015.

Given the likelihood of multiple transactions which now fall to be assessed as "related party transactions" (once an AIM Rules' class test threshold has been breached), the independent Directors have carefully considered the terms upon which any individual purchase order ("PO") with the Ipsos Group should be conducted.

A parameter ("the Parameter") has been devised such that, if any individual PO received from the Ipsos Group falls within it, the independent Directors believe such a PO can be pre-determined to have met the fair and reasonableness test required by AIM Rule 13. This protocol has been discussed with SPARK Advisory Partners Limited ("SPARK"), the Company's nominated adviser. 

The Parameter covers the gross margin on POs requested by Ipsos against which the Company decides to tender. In order for the Company to accept a PO, the PO must fall within the Parameter. For an individual PO to achieve this: (i) the PO must exceed a minimum gross margin of 30 per cent, and (ii) the weighted average gross margin of all POs accepted from the Ipsos Group since Admission of the Subscription shares to trading on AIM ("Admission") (including the proposed PO) must be no less than the weighted average gross margin achieved on POs from all non-Ipsos customers over the same period. For the purposes of the calculation, the weighted average gross margins will be calculated on a monthly basis.

Any PO that does not fall within the Parameter, and which the Company wishes to proceed with, will be subject to AIM Rule 13.

The independent Directors intend to consider reviewing the Parameter on the earlier of (i) the date 12 months from Admission and (ii) the date on which £0.5m of aggregated turnover since Admission has been conducted with Ipsos. Any proposed change to the Parameter at that time will be subject to AIM Rule 13.

Future POs which fall within the Parameter have been considered by the independent Directors in consultation with SPARK and are covered by the related party transaction "fair and reasonable" opinion below.

With the exception of Laurence Stoclet, who represents Ipsos on the Board, all of the Directors are considered to be "independent" for the purposes of AIM Rule 13 in consideration of the transactions with the Ipsos Group that fall within the Parameter. Having consulted with SPARK, the independent Directors consider that the terms of the transactions since 9 March 2018, and prospective transactions which fall within the Parameter, are fair and reasonable insofar as Shareholders are concerned.

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About Big Sofa Technologies Group plc

Big Sofa is a B2B technology business servicing the marketing and consumer insight industries with video analytics.

Our software platform collates, analyses and organises large volumes of raw/unstructured video content enabling companies to perform detailed and sophisticated consumer insight analysis; and make genuine use of their video content.

Until recently, video has been difficult and expensive to capture, upload, store, manage and analyse as a consumer insight tool. However, proliferation of smart phones has empowered consumers to speak directly to brands resulting in an evolution of consumer insight and data analytics techniques, with video emerging as a key platform in a massive $33 billion consumer research market.

Big Sofa's shares are admitted to trading on the London Stock Exchange's AIM market under the ticker BST.L.

To find out more, visit www.bigsofatech.com

Follow us on twitter at @bigsofatech