Transactions

S4 Capital plc ("S⁴Capital" or "the Company")

Further expansion of digital content and programmatic capabilities and geographic coverage

S4 Capital announces the execution of two transactions, which expand the capabilities of its creative digital content production company, MediaMonks and its programmatic consultancy, MightyHive.

MediaMonks has purchased Caramel Pictures ("Caramel"), the world's leading food and liquids film studio for an undisclosed cash sum. Based in Amsterdam and operating globally, Caramel adds award-winning directors, a specialist crew, studio, robotic equipment and over 25 years of craft in high-end digital photography and film for FMCG brands. The purchase also broadens MediaMonks' Content Studio's capabilities, as clients increasingly explore in-house, co-location and fit-for-format creative content models. Founded in 1977 by Will van der Vlugt, Caramel's brand clients include Heineken, KFC, KitKat, Lays, Magnum, and Senseo. In addition, Caramel works with FMCG companies such as the Coca-Cola Company, Danone, Nestlé and Unilever. An example of Caramel's work can be viewed on MediaMonks' YouTube channel.

In addition, MightyHive has combined with ProgMedia, a São Paulo-based programmatic consultancy founded two years ago by ex-Google employees, Bruno Rebouças and Natalia Fernandes. ProgMedia will become MightyHive's base in Latin America, to capture the major market opportunity in the world's fourth largest market and extend MightyHive's capabilities into the Latin American region. ProgMedia's clients include iFood, a leading online food delivery service throughout Latin America and Serasa Consumidor, the Experian-owned Brazilian credit research firm. ProgMedia has 27 people and provides flexible service offerings to help marketers and agencies in Latin America navigate the programmatic ecosystem.

Consideration for ProgMedia will be half cash and half in S4 Capital Ordinary Shares, which will have a two-year restriction on sale. A completion payment will be made based on the audited accounts for 2018 and a further payment will be made based on achieving the targeted earnings before interest, taxation, depreciation and amortisation (EBITDA) for 2019, as soon as the audited accounts are available, probably around March 2020.

These two initiatives are in line with S4 Capital's recently announced strategic imperatives of broadening and deepening its functional and geographic capabilities in first party data, digital content and programmatic.

Sir Martin Sorrell, Executive Chairman of S4Capital plc said: "Client interest in our purely digital, first party data, always-on 24/7 programmatic model is frenetic. These two further strategic moves in the premium quality, digital content area and programmatic in Latam deepen and broaden that powerfully attractive offer."

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About S⁴Capital

S⁴Capital plc (SFOR.L) is a new age/new era digital advertising and marketing services company established by Sir Martin Sorrell in May 2018.

Its strategy is to build a purely digital advertising and marketing services business for global, multi-national, regional, local clients and millennial-driven influencer brands. This will be achieved initially by integrating leading businesses in three areas: first party data, digital content, digital media planning and buying, along with an emphasis on "faster, better, cheaper" executions in an always-on consumer-led environment, with a unitary structure.

Digital is by far the fastest-growing segment of the advertising market. S⁴Capital estimates that in 2017 digital accounted for approximately 40 per cent. or $200 billion of total global advertising spend of $500 billion (excluding about $400 billion of trade support, the primary target of the Amazon advertising platform), and projects that by 2022 this share will grow to approximately 55 per cent.

S⁴Capital integrated with MediaMonks, the leading, Advertising Age A-listed creative digital content production company, led by Victor Knaap and Wesley ter Haar, in July 2018, and with MightyHive, the market-leading programmatic solutions provider for future thinking marketers and agencies, led by Peter Kim and Christopher S. Martin, in December 2018.

Victor, Wesley, Pete, Christopher and Peter Rademaker (formerly Chief Financial Officer of MediaMonks, now Chief Financial Officer of S⁴Capital), all joined the S⁴Capital Board as Directors. The S⁴Capital Board also includes Rupert Faure Walker, Daniel Pinto, Sue Prevezer and Paul Roy.

The company has a market capitalization of approximately £500 million ($650 million) and approximately 1,250 people in 16 countries, across the Americas, Europe, the Middle-East and Africa and Asia-Pacific.

Sir Martin was CEO of WPP for 33 years, building it from a £1 million "shell" company in 1985 into the world's largest advertising and marketing services company with a market capitalization of over £16 billion on the day he left. Prior to that he was Group Financial Director of Saatchi & Saatchi Company plc for 9 years.