Business
Acquisitions and Placing
Acquisitions and Placing.
About this update from Brave Bison Group Plc
[{"type":"text","content":"\n \nRNS Number : 6918L Rightster Group PLC 08 July 2014 \n \n\n8 July 2014\nRightster Group plc\n(\"Rightster\" or the \"Group\" or the \"Company\")\n \nProposed Acquisition of Base79 Limited\nAcquisition of Viral Management Limited \nPlacing of 75 million new ordinary shares (\"Ordinary Shares\") at a price of 56 pence per share\nNotice of General Meeting\n \nRightster Group plc (AIM: RSTR), the cloud-based global video distribution and monetisation network that enables content owners to upload content once and commercialise everywhere, is pleased to announce the acquisition of Viral Management Limited (\"Viral Spiral\"), the proposed acquisition of Base79 Limited (\"Base79\") and a placing of 75 million new ordinary shares (\"Placing Shares\") by Cenkos, to raise £42 million (before Placing expenses) at a price of 56 pence per share (\"Placing Price\") (the \"Placing\").\nHighlights include:\n· Proposed acquisition of Base79 for a total consideration of up to £50 million, plus an adjustment for net cash and working capital to be satisfied by: \nØ £25 million plus net cash and working capital adjustment in cash on closing, plus a maximum of £25 million in new Rightster shares approximately 12 months after closing based on achievement of earn out conditions.\nØ The earn out conditions comprise financial and commercial targets to be achieved during the period ending 30 April 2015, and include targets for Base79 on a standalone basis and combined targets of the enlarged group. \n· Acquisition of outstanding shares in Viral Spiral for a total consideration of up to £4.1 million, to be satisfied by: \nØ £1.75 million in cash and 950,120 new Ordinary Shares on closing, plus a maximum of £0.85 million in cash and £0.85 million in Rightster shares approximately 12 months after closing based on achievement of earn out conditions.\nØ The earn out conditions comprise financial and commercial targets to be achieved over the 12 months following completion, and include targets for Viral Spiral on a standalone basis and combined targets of the enlarged group.\n· Placing of 75 million Placing Shares in Rightster to raise £42 million (before Placing expenses) to part fund cash consideration: \nØ Placing at 56 pence per share, representing a discount of...