Derriston Capital PLC S4 Capital and MediaMonks to merge (0804U)

TIDMDERR

RNS Number : 0804U

Derriston Capital PLC

10 July 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

10 July 2018

DERRISTON CAPITAL PLC

("Derriston" or the "Company")

S(4) Capital and MediaMonks to merge

The Company announces that S(4) Capital Limited ("S(4) Capital") has acquired MediaMonks Multimedia Holding B.V. ("MediaMonks"), a transaction that seeks to create the digital platform of the future. MediaMonks has revenues of approximately EUR110 million and operates through 11 offices in 10 countries spanning the United States, the United Kingdom, Continental Europe, Asia, Latin America and the Middle East. The combined group has over 750 people and clients including adidas, Amazon, GE, Google, Hyundai, JAB, Johnson & Johnson, Netflix, 3G and Weber. MediaMonks services include digital experiences, product, content and ecommerce.

The objective behind the merger is to provide clients with digital services, which are agile, efficient, and of premium creative quality. This was reflected in MediaMonks success last month at the Cannes Lions International Festival of Creativity with 18 gongs, including one Grand Prix for Entertainment. In addition, the agency provides a global and locally relevant approach, co-locates resources at both agency and client, and serves multi-national, regional and local clients, along with millennial-driven influencer brands.

The merger represents the first move by S(4) Capital to create a new era, new media solution embracing data, content and technology, which meets client needs in an always-on environment. Upon completion of this acquisition, and in turn the acquisition of S(4) Capital by Derriston, the combined Company will be a unitary one. Particularly as MediaMonks shareowners will receive shares in S(4) Capital (which will become shares in the Company), as well as cash and will not include an earnout.

Subsequent emphasis will be placed on further platform development, data analytics and digital media buying, run on a single P&L basis, as clients are increasingly demanding.

Derriston is entering into an amended contract to acquire S(4) Capital to reflect S(4) Capital's merger with MediaMonks. Derriston's acquisition of S(4) Capital is conditional, inter alia, on the publication of a prospectus and the re-admission of its shares to listing on the standard segment of the Official List, which is expected to take place in the next two months.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

Enquiries:

 
 S4 Capital Limited 
 Project Associates Ltd 
 David Rigg                                                   [phone] 
 
 Derriston Capital PLC 
 Walbrook PR Limited         Tel: [phone] or [e-mail] 
 Paul McManus / Nick Rome                      Mob: [phone] 
 

Disclaimer

Dowgate Capital Stockbrokers Limited which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting for Derriston Capital plc and S(4) Capital Limited in connection with the proposals set out in this Announcement and for no one else and will not be responsible to anyone other than Derriston Capital plc and S(4) Capital Limited for providing the protections afforded to their clients or for providing advice in relation to this announcement or any matters referred to herein.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement may contain "forward-looking statements". All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's and S(4) Capital's financial position, strategy, plans, targets, proposed acquisitions and objectives are forward-looking statements. Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's and/or S(4) Capital's actual future financial results and operational performance may differ materially from results and performance expressed in, or implied by, these statements. These factors include but are not limited to those described in the Prospectus to be issued by the Company in due course.

The information given in this announcement and the forward-looking statements speak only as at the date of this announcement. The Company, S(4) Capital Limited, Dowgate Capital Stockbrokers Limited and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Listing Rules, the Prospectus Rules or other applicable laws, regulations or rules.

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. All of the value of an investor's investment in the Company will be at risk. Past performance is not a guide to future performance and the information in this announcement or any documents relating to the matters described in it cannot be relied upon as a guide to future performance. Persons needing advice should contact a professional adviser.

No representation or warranty, express or implied, is made by Dowgate Capital Stockbrokers Limited as to the contents of this announcement, or for the omission of any material from this announcement. Dowgate Capital Stockbrokers Limited have not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by the Dowgate Capital Stockbrokers Limited for the accuracy of any information or opinions contained in this document or for the omission of any information from this announcement.

The boards of Derriston Capital plc and of S(4) Capital Limited, who have separately appointed Dowgate Capital Stockbrokers Limited, are both aware of and accept Dowgate Capital Stockbrokers Limited's role as broker to each such company in connection with the proposals set out in this Announcement.

Harry Hyman, Non-Executive Chairman

Derriston Capital plc, 201 Bishopsgate, London EC2M 3AB

LEI 21380068SP9V65KPQN68

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July 10, 2018 02:00 ET (06:00 GMT)