Acquisition of Uncovered Holdings Limited

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law, by virtue of the European Union (Withdrawal) Act 2018 - for immediate release

19 June 2026

LBG Media plc

("LBG Media", or "Group")

Acquisition of Uncovered Holdings Limited

LBG Media plc, a social entertainment powerhouse with a focus on young adults, is pleased to announce that it has:

·      acquired 75% of the share capital of Uncovered Holdings Limited ("Uncovered") a UK‑based, Gen-Z native social‑first creative agency specialising in the end‑to‑end design, production and management of social media strategies (the "Acquisition"); and

·      pursuant to the Acquisition terms, agreed options to acquire the remaining 25% of the share capital of Uncovered (the "Put & Call Options").

The Acquisition is for an initial cash consideration of £26.8 million, including customary adjustments for working capital, cash- and debt-like items, with an earnout cash payment of up to £7.0 million, based on the financial performance of Uncovered in the calendar years 2026 and 2027. The Acquisition includes partial value realisation for the founders and management of Uncovered, and full value realisation for early-stage investors in Uncovered. The minority shareholding will not accrue dividends or rights to further profit distribution, profits generated from Uncovered will accrue in full to LBG Media.

Pursuant to the Put & Call Options, the Group has the right to acquire, or may be obligated to acquire, the remaining 25% of the share capital of Uncovered, for an exercise price which is to be calculated on agreed nine times multiple of respective adjusted EBITDA in each of the calendar years 2028, 2029 and 2030 which, if and to the extent exercised, will become payable in cash following the end of each such calendar year.

Acquisition highlights:

·      Acquisition of an award-winning Gen Z-native, social‑first agency, with deep TikTok and Instagram expertise and a strong track record of delivering culturally relevant campaigns for globally recognised brands including the likes of Tesco, KFC, Stellantis and Taco Bell

·      Significant additional revenue and adjusted EBITDA contribution and expected to deliver double digit EPS accretion in the first full year following the Acquisition

·      The Acquisition is directly aligned to the Group's strategy to accelerate our direct revenues, to increase the proportion of predictable, scalable revenues through direct partnerships

·      Uncovered's full service creative solution, delivered through a c.120-person team, brings new capabilities that is expected to help service larger briefs and longer-term partnerships for the enlarged Group

·      Uncovered's multi-year contracts with blue chip clients provide financial assurance through recurring and repeatable revenues, with a proven ability to scale revenues through direct partnerships

·      Combined production and creative capabilities of Uncovered and the Group create a market-leading content studio with the capacity to deliver campaigns at scale

·      LBG Media's US presence and client relationships within Betches provide a platform to accelerate the expansion of Uncovered's recently launched US operations

·      Acquisition to be funded through a combination of LBG Media's existing cash resources and a new debt facility (detailed below)

About Uncovered

Founded in 2017 in London by two co-founders, who are both remaining with the business post-completion, Uncovered is a social-first, data-driven, Gen-Z creative agency that creates 'content that people want to watch'. Uncovered specialises in the end‑to‑end design, production and management of social media strategies and is recognised as the #1 TikTok partner in the EU. Its services include creative support to businesses to deliver measurable results across paid media, organic and creator social channels, using fast and repeatable data-led strategies, delivered through its team of around 120 employees.

Uncovered's expertise in short-form content, platform partnerships and emerging creative technologies to help drive engagement and brand growth have delivered transformative results for its brand partners. This success and continued momentum led to Uncovered being awarded Campaign UK's Social Media Agency of the Year award in 2025.

In the year ended 31 December 2025, Uncovered generated £10.2 million of revenue and delivered £2.7 million adjusted EBITDA, representing a margin of approximately 26%, having grown revenues by over 80% on the prior year. Uncovered is expected to deliver revenue growth of at least 50% in the calendar year to 31 December 2026, while maintaining similar adjusted EBITDA margins to the year ended 31 December 2025.

Strategic rationale

The Acquisition provides LBG Media with a diversified position as a social-first, Gen Z-native agency with expertise in short-form content, platform partnerships and emerging creative technologies, including production capabilities such as VFX and AI-enabled creative workflows. Combined with the Group, it will create a market-leading content studio with capacity to deliver campaigns at scale, and deliver larger briefs and longer-term partnerships through recurring, multi-service engagements.

Uncovered will continue to operate as an independent brand within the Group, leveraging LBG Media's established US presence and client relationships to develop larger, full-funnel brand partnership opportunities that span both organisations' audiences. The Acquisition reflects the Group's ongoing strategy of executing compelling M&A opportunities to improve our wider capabilities, expand our audience, increase engagement and attract blue-chip advertisers.

The Acquisition brings a high-quality, experienced and ambitious management team. The Board sees strong cultural alignment, enabling effective collaboration which will help underpin future value creation.

The Board believes this acquisition provides shareholders with an attractive risk-adjusted return through immediate earnings enhancement; a strengthened strategic revenue mix and improved ability to deliver sustainable growth. The Acquisition is directly aligned to the Group's strategy to reduce reliance on less predictable platform-driven indirect revenues and increase the proportion of predictable, scalable revenues through direct partnerships.

Debt Facility and Acquisition Funding

LBG Media is pleased to announce that, alongside the Acquisition, it has obtained a new debt facility of up to £50.0 million with HSBC UK Bank plc, comprised of a £35.0 million revolving credit facility and an accordion option of up to a further £15.0 million, subject to lender consent (the "Facilities"). The Facilities have a maturity of three years that expire in June 2029. The Facilities are intended to provide LBG Media with financial flexibility to be able to take advantage of the Group's strong acquisition pipeline to enhance shareholder returns, as well as manage cash balances efficiently.

To fund the day one consideration and associated fees, the Group has drawn down c.£17 million from the Facilities in addition to utilising c.£10 million from existing cash reserves, to leave approximately £10 million of free cash in the Group for working capital requirements.

Solly Solomou, CEO at LBG Media plc said:

"At LBG Media we've always believed the future belongs to businesses that understand audiences and culture. Chris, Catherine and the team at Uncovered have built one of the leading social-first agencies, and by combining their creative expertise with our audience insight, publishing capabilities and global reach, we're creating an even stronger proposition for brands looking to earn attention, build relevance with youth audiences, and win in a social-first world.

This acquisition marks another important step in our strategy to build the world's leading social entertainment business for young adults. We are delighted to welcome the team to the LBG Media family and look forward to working together to unlock the opportunities ahead."

Chris Cookson, CEO and Co-Founder of Uncovered said:

"Since launching Uncovered, our mission has been to build the best social first creative agency in the world. Joining LBG Media allows us to accelerate that mission in the UK and US with the backing of one of the world's leading social entertainment companies and access to one of the most engaged social audiences on the planet."

Catherine Orr, CCO and Co-Founder of Uncovered, added:

"We've spent the last eight years building a people-first business that helps brands navigate an increasingly social-first world, while working hard to establish a growing client portfolio in the UK and emerging one in the US. We see enormous opportunities ahead for our clients, people and partners as we combine our creative expertise with LBG Media's scale, insight and cultural influence."

For further information please contact:

Notes to editors

As a social entertainment powerhouse, we help brands reach young adults on social media platforms, such as Facebook, Instagram, Snapchat, X, YouTube and TikTok, and our owned and operated websites.

We produce, curate, and distribute digital content that young adults engage with and want to share, whether through videos, editorials, images, or audio.

We do this through brands such as Betches and those dedicated to distinct popular interests (e.g. news, sport, gaming) like LADbible and SPORTbible.

Engagement is at the heart of what we do - which comes through in our two main revenue streams:

a.   We create bespoke content for blue-chip advertisers that gives them access to a young adult audience that is hard to reach for traditional media players. This is distributed across social media platforms and our owned and operated websites. We call this 'Direct' revenue.

b.   Third parties - such as social media platforms and programmatic advertising partners - generate revenue by placing advertising next to our content. We call this 'Indirect' revenue, and the revenue is shared between the publisher, which is us, and the social media platform or partner as applicable.

LBG Media Plc is listed on the AIM market of the London Stock Exchange (AIM: LBG).