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March 2019

JEGI REPRESENTS MOBILE NATIONS IN SALE TO FUTURE

New York, NY, March 1, 2019 – The Board of Future plc (LSE: FUTR, “Future”, “the Group”), the global platform for specialist media,today announces the acquisition of MoNa Mobile Nations, LLC (“Mobile Nations”), a leading global digital publisher focused on consumer electronics and based in the US (the “Acquisition”).

JEGI (www.jegi.com), the leading independent investment bank for the global media, information, marketing, software and tech-enabled services sectors, with offices in New York, Boston, London and Sydney, represented Mobile Nations in this transaction.

Mobile Nations is a global independent digital publisher focused on consumer electronics, combining content, community and commerce to deliver shopping enablement solutions, with its key brands including Android Central, iMore, Windows Central and Thrifter. Mobile Nations’ brands educate and inspire a monthly audience of over 40 million technology enthusiasts and support consumers in making better-informed buying decisions for personal electronics.

The initial cash consideration is $55 million with a further $5 million to be satisfied through the issue to the vendors of 615,166 new ordinary shares (the “Consideration Shares”). In addition, a further variable deferred consideration up to a total value of $60 million will be paid, subject to meeting financial targets based on the year ending 31 March 2020. The deferred consideration is expected to be split equally between cash and the issuance of new shares in Future, although Future retains the right to pay the full balance in cash.

Transaction highlights and rationale

  • Clear strategic fit
    •  Supports strategy of seeking leadership in niche specialist markets
    • Complementary brands further diversify and strengthen Company’s presence in US
    • Brands acquired focus on consumer electronics, combine content, community and commerce to deliver shopping enablement solutions
      •  Include Android Central, iMore, Windows Central and Thrifter
      • Monthly audience of over 40 million technology enthusiasts
    • Strong existing commercial relationship through longstanding partnership with Purch, acquired by Group in September 2018
    • Significant further opportunities available through sharing of best practice
  • Compelling financial rationale
    • Mobile Nations achieved revenue of $16.4 million and EBITDA of $8.2 million in year ended 31 December 2018
      • Organic revenue growth of 31% and EBITDA growth of 52% yoy
    • Transaction expected to be earnings enhancing in the current financial year and materially earnings enhancing in the first full year following completion
  • Total consideration of up to US$120 million
    • Initial cash consideration of US$55 million, with further $5 million in shares
    • Further variable deferred consideration up to total value of $60 million, subject to certain financial targets based on the year ending 31 March 2020. Deferred consideration to be split equally between cash and issuance of new shares in Future, although Future retains the right to pay the full balance in cash
    • Initial cash consideration funded via Group’s existing debt facilities
  • Cash generative nature of Group will ensure debt profile reduces quickly over the year.

The Company has made applications for the Consideration Shares to be admitted to the standard segment of the Official List and to the London Stock Exchange’s main market for listed securities (“Admission”). The Company expects Admission to occur at 8am on 4 March 2019.

About Mobile Nations
Mobile Nations is a global independent digital publisher focused on consumer electronics, combining content, community and commerce to deliver shopping enablement solutions, with its key brands including Android Central, iMore, Windows Central and Thrifter. Mobile Nations’ brands educate and inspire a monthly audience of over 40 million technology enthusiasts and support consumers in making better-informed buying decisions for personal electronics. For more information, visit www.mobilenations.com.

About Future
Future is a global platform business for specialist media with diversified revenue streams. The Media division is high-growth with three complementary revenue streams: eCommerce, events and digital advertising. It operates in a number of sectors including technology, games, music, home interest, hobbies and B2B and its brands include TechRadar, PC Gamer, Tom’s Guide, Top Ten Reviews, Live Science, Guitar World, MusicRadar, Space.com and Tom’s Hardware. The Magazine division focuses on publishing specialist content, with over 80 publications and over 520 bookazines published per year, totalling global circulation of 1.3 million. The Magazine portfolio spans technology, games and entertainment, music, creative and photography, hobbies, home interest and B2B. Its titles include Classic Rock, Guitar Player, FourFourTwo, Homebuilding & Renovating, Digital Camera, Guitarist, How It Works, Total Film, What Hi-Fi? and Music Week. For more information, visit www.futureplc.com.

About JEGI
JEGI has been the leading independent investment bank for the global media, information, marketing, software and tech-enabled services sectors for over 30 years. Headquartered in North America, with offices in New York City and Boston, as well as London and Sydney (through its partnership with CLARITY), JEGI has completed more than 600 high‐profile M&A and financing transactions, serving global corporations; middle‐market and emerging companies; entrepreneurial owners and founders; and private equity and venture capital firms. For more information, visit www.jegi.com.