Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information for the purposes of Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication of this announcement, this information is now considered to be in the public domain.

SEEEN plc

("SEEEN", the "Company" or the "Group")

Accretive Acquisition of MEDIAL

Issue of Equity at 50% Premium, New Loan Capital and Total Voting Rights

Transformational accretive acquisition by SEEEN of a profitable education and enterprise video platform which will accelerate its "Go to Market" plan for education and training.  The joint product offering creates a unique competitive advantage.

SEEEN plc (AIM: SEEN), the global media and technology platform focused on AI-powered video optimisation, engagement and monetisation, is pleased to announce that it agreed to acquire 100% of the shares of  Streaming Limited, trading as MEDIAL ("MEDIAL"), from its shareholders, principally Robert Thomas, for total maximum consideration of approximately £1.2 million (the "Acquisition").

An initial consideration of approximately £1.0 million is payable on completion and will be satisfied by:

·      £0.95m in cash to be funded from existing cash resources and additional capital into the Company as described below; and

·      The issue of 1,000,000 new ordinary shares in the Company at a price of 6 pence per share (the "Consideration Shares"), which will be subject to customary lock-in and orderly market arrangements for a period of 24 months following completion.

In addition, deferred consideration of £0.2m is payable in cash in equal instalments over eight quarters following completion, subject to no warranty claims arising. Completion is expected to occur on or prior to 30 April 2026.

MEDIAL (www.medial.com) is an established and profitable provider of enterprise media library and streaming software, with a recurring customer base of more than 50 universities and corporate organisations.  For the financial year ended 30 April 2025, MEDIAL generated unaudited revenue of £0.64 million, adjusted profit before tax of £0.21 million, and had gross assets of £0.19 million. Reported profit before tax for the period was £0.04 million. The difference between reported and adjusted profit before tax reflects certain administrative and legacy costs which will cease under the ownership of the Enlarged Group. MEDIAL has a net cash position of £0.3 million which will benefit the enlarged Group. The Acquisition is expected to be immediately earnings accretive to the Group.

Post acquisition the pro forma of the Group for 2025 would have been revenues of more than $6.0m and adjusted EBITDA of $0.5m with more than 100 customers, 95% of whom produce recurring or repeat income.

Robert Thomas, founder of MEDIAL, will join the Group's leadership team and work closely with CEO Adrian Hargrave to drive additional sales taking advantage of synergies in technology and customers in the newly combined Group.  As described below, Robert and Adrian are providing new loan capital to the Group, and a new investor is investing for equity in the Company at a 50 per cent. premium to the current share price to show their confidence in the opportunity ahead.

The Acquisition enables the SEEEN Group to upsell its technology products for video moments into MEDIAL's customer base of education institutions looking to drive improved educational outcomes.  In particular, educational institutions view "video moments" as assisting with learning challenges and accessibility to remedy shorter attention spans and need for reinforcement.  Initial discussions have been held with MEDIAL's existing customer base around such upsells with initial sales expected to complete alongside customer renewals.

Beyond straightforward upsales, SEEEN will harness MEDIAL's education technology and Learning Management System integrations to sell packaged training offerings to various product and services companies, particularly in the "blue collar" trades.  In these circumstances, both "do it yourself" customers and installation partners would much prefer to following instructions through video moments as opposed to tedious and confusing manuals.   The Group has piloted the combined offering pre-transaction and expects to receive strong customer interest upon completion of the transaction.

The market for corporate e-learning is expected to grow to more than $300 billion by 2030 at a CAGR of more than 25%. SEEEN board member Michael Zigman brings expertise in this synergistic and fast-growing business area given his background as CEO of NYCFirst, a robotics and STEM educational institution in New York.  SEEEN and MEDIAL will launch its joint offering with American Leak Detection ("ALD") to help train leak detection technicians in installing digital devices to monitor water flow and to use related SEEEN AI tools to uncover infrastructure problems.   Such video moments-based training has also been tested with ALD's customers.  The feedback is straightforward:  the user experience is significantly enhanced; a goal of every product company for the smart home.

Finally, for both academic and corporate education customers, the ability to deliver "Key Video Moments" of interest to those learning is considered highly valuable because it is cumbersome to read and also waste time searching for specific video segments within much longer videos. SEEEN's AI can provide this service for these customers and service providers without having to spend time analysing and editing video assets.

Shareview Interview with Adrian Hargrave, CEO of SEEEN

Investors can watch Adrian discuss the details of the MEDIAL acquisition with Sarah Lowther at focusIR here: https://media.focusir.com/SEEENMedialAcquisiton

Adrian Hargrave, Chief Executive Officer of SEEEN, said:

"The acquisition of MEDIAL is a strategically important step for SEEEN. It gives us an immediate customer foothold in the academic and enterprise video training markets through an established, profitable and highly regarded platform with long-standing and recurring customer relationships.

MEDIAL's expertise in fitting into embedded institutional video workflows, enables SEEEN to accelerate the rollout of our AI technology into training environments where customers are increasingly seeking to improve the efficiency of learning from significant back libraries of video content.

We are delighted to welcome Rob Thomas to the Group and I look forward to working with him to unlock the significant opportunities that this combination creates. We have both provided additional loan capital to the Group and expect the transaction will be highly attractive financially and strategically from inception and will deliver on our commitment to generate returns for all our shareholders."

Robert Thomas, Chief Executive Officer of MEDIAL, said:

"MEDIAL has built a strong reputation for providing secure and reliable video infrastructure to educational institutions and enterprise customers. As customer needs evolve, there is growing demand for more intelligent video solutions that improve discoverability, engagement and usability across large content libraries.

Whilst we have already used AI to enhance our offering, by combining MEDIAL's platform and customer base with SEEEN's AI capabilities, we believe we can deliver a much more powerful offering to both existing and new customers.

Whilst we will continue to support all our existing customers with the same level of service, I am excited to be joining the wider SEEEN team and to help bring additional innovative capabilities to our customers and the wider market and to drive further revenue and profit growth for the enlarged SEEEN Group."

Additional Capital into the Company

In connection with the Acquisition and to provide additional working capital to support integration of SEEEN's AI technology into the MEDIAL platform, together with further investment and acquisition opportunities, the Company has secured additional loan and equity funding.

The Company has raised gross proceeds of £130,000 from a strategic investor through a subscription for 2,166,667 new ordinary shares in the Company at an issue price of 6 pence per share (the "Fundraise Shares").

In addition, the Company has entered into agreements with Adrian Hargrave, Chief Executive Officer of the Company, and Robert Thomas to provide loan capital of £225,000 and £100,000 respectively (the "Principals' Loan Capital"). The Principals' Loan Capital carries interest at 10 per cent. per annum and has a maturity of three years. The lenders can elect to receive interest in cash annually or rolled up. In connection with the Principals' Loan Capital facility, the Company will issue 3,250,000 warrants proportionate to the loan capital provided, half exercisable at 8 pence per share and half exercisable at 12 pence per share, being twice and three times respectively of the closing price of 4 pence per share on 20 April 2026, being the latest practical date prior to completion of the Acquisition.

Related party transaction

The provision of the loan capital and receipt of 2,250,000 warrants by Adrian Hargrave (through a private company to be established, which will be 100% owned by him) constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies.

The independent directors of the Company, being Dr Patrick DeSouza, David Anton, Michael Zigman and Chris Andrew, having consulted with the Company's nominated adviser, Zeus Capital, consider the terms of the Principals' Loan Capital, including the warrants, with Adrian Hargrave to be fair and reasonable insofar as the Company's shareholders are concerned.

Admission and total voting rights

Application will be made to the London Stock Exchange for the Consideration Shares and the Fundraise Shares (together, the "New Ordinary Shares") to be admitted to trading on AIM.

It is expected that admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on or around 24 April 2026.

Following Admission, the Company's issued share capital will comprise 141,891,636 ordinary shares of 0.1 pence each, each with one voting right. The Company does not hold any shares in treasury. Accordingly, the total number of voting rights in the Company following Admission will be 141,891,636.

Further Information

For more information, or to submit questions to the management team, navigate to our investor site, where we interact directly with both existing and prospective shareholders: https://investor.seeen.com/link/ya37Kr.

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