Results of the Placing and Subscription

THIS ANNOUNCEMENT 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 THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (“MAR”). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES. 

UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE PLACING ANNOUNCEMENT (AS DEFINED BELOW).

31 August 2018

One Media iP Group plc

("One Media", or the "Company")

Results of the Placing and Subscription and Issue of Equity & Loan Notes

Conditional fundraise of £8.9 million gross

One Media iP Group plc (AIM: OMIP), an ‘intellectual property’ (IP) owner and controller of music and video rights, is pleased to announce the successful completion of a conditional Placing and Subscription as well as the conditional issue of up to £6 million of Loan Notes announced earlier today (the "Placing Announcement").

As a result of the Placing and Subscription, a total of £2.895 million (before expenses) has been conditionally raised by the Company. A total of 31,166,668 Placing Shares have been conditionally placed by Panmure Gordon at a price of 6 pence per Placing Share (the "Placing Price") to raise a total of approximately £1.87 million (before expenses). In addition, the Company has received conditional subscription applications for a total of 17,083,333 Subscription Shares at the Subscription Price per Subscription Share to raise a total of approximately £1.02 million (before expenses).

The Placing and Subscription Shares represent approximately 55.2 per cent. of the existing issued share capital of the Company. The Placing Price represents a discount of 42.2 per cent. to the middle market closing price of an Ordinary Share on 30 August 2018, being the last practicable dealing day prior to the Placing Announcement.

Completion of the Placing and the Subscription is conditional on, among other things, the passing of the Resolutions at the Extraordinary General Meeting, Admission of the Placing Shares and Subscription Shares to trading on AIM becoming effective and the Placing Agreement becoming unconditional in all other respects by 25 September 2018 or such later date (being no later than 1 October 2018) as the Company and Panmure Gordon may agree.

A notice will be posted to Shareholders on Monday (3 September 2018) convening an Extraordinary General Meeting for 11:00 a.m. on 19 September 2018 at the offices of Reed Smith LLP, The Broadgate Tower, 20 Primrose Street, London, EC2A 2RS. Subject to the passing of the Resolutions at the Extraordinary General Meeting, application will be made to the London Stock Exchange for 48,250,001 Placing and Subscription Shares to be admitted to trading on AIM.  It is expected that Admission will become effective and that dealings in the Placing and Subscription Shares will commence at 8.00 a.m. on 25 September 2018. 

The Placing and Subscription Shares will be issued as fully paid and will, on issue, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions thereafter declared, made or paid on the Enlarged Share Capital.

Directors’ Participations

Ivan Dunleavy, Chairman of the Board, and Lord Michael Grade, a Non-Executive Director, have both agreed to subscribe for 625,000 Subscription Shares for an investment of £37,500 each.

The participations of Ivan Dunleavy and Lord Grade in the Subscription constitute related party transactions under the AIM Rules. The Directors, excluding Ivan Dunleavy and Lord Grade, having consulted with Cairn, as the Company’s nominated adviser, consider the terms of Ivan Dunleavy’s and Lord Grade’s participations to be fair and reasonable insofar as Shareholders are concerned.

Total Voting Rights

On Admission, the Company’s issued share capital will be 135,603,699 which also represents the total number of voting rights. Shareholders should use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules.

For further information, please contact:

One Media iP Group plc
Ivan Dunleavy, Chairman Michael Infante, Chief Executive	[phone]
Cairn Financial Advisers LLP (Nominated Adviser)
Liam Murray, Jo Turner	[phone]
Panmure Gordon (UK) Ltd (Broker)
James Stearns, Andrew Potts	[phone]
Luther Pendragon Ltd (Financial PR)
Harry Chathli, Claire Norbury	[phone]

Notes to Editors

One Media iP Group plc is an 'intellectual property' (IP) owner and controller of music and video rights. It exploits its catalogue of over 250,000 music tracks and 10,000 hours of video by re-compiling its content for download, streaming and sublicensing through over 600 territorial digital music and video stores worldwide.

One Media has a team of creative technicians, all of whom are YouTube certified, who digitise the content, create the metadata, re-compile and prepare the digital music and video releases using bespoke in-house developed software. Additionally, One Media makes its library of content available for TV shows, movies, adverts and websites requiring synchronised music. One Media focuses on music performed by well-known artists from every genre. Its classical music library of over 10,000 performances includes the Point Classics catalogue comprising some of the most renowned masterpieces by the world’s greatest composers. One Media owns all the rights to the Men & Motors TV shows (originally Granada/ITV) that were aired on British TV between 1996 and 2010. Comprising over 3,400 shows, Men & Motors is available for viewing on One Media’s YouTube channel.

Recently One Media has developed a content discovery and analytical software service, TCAT, which allows record companies, publishers and law firms to search certain digital stores, such as iTunes and Spotify, and carry out a forensic digital audit on behalf of owners to ensure that their music has not been used without licensing agreements being in place. A major record label and the largest independent digital music distributor are now using this service globally.