The Board of Future (LON:FUTR), the global platform for specialist media, announced that it has accelerated the payment of earnouts to the management team of MoNa Mobile Nations, the leading global digital publisher focused on consumer electronics based in the US that Future acquired in March 2019. This move recognises the achievement of certain financial targets ahead of the anticipated timeframe and will enable the businesses to work together to deliver additional benefits across the combined businesses.
Future acquired Mobile Nations for an initial cash consideration of $55 million with a further $5 million in new ordinary shares. In addition, a further variable deferred consideration up to a total value of $60 million was agreed, subject to meeting financial targets based on the year ending 31 March 2020.
With the attainment of the financial targets for the year ended March 2020 likely to be above the top end of earn out range, the parties have agreed to accelerate the earnout payment, based on assuming the achievement of $11.5 million Ebitda for the period. This has resulted in deferred consideration of $55 million becoming payable. It will be split equally between cash and the issuance of new shares in Future.
The cash will be paid on the 28 February 2020, and 1,792,534 new shares will be issued to management representing the balance of the payment (the “Consideration Shares”). The Consideration Shares will be subject to customary six month lock up apart from a requirement to pay taxes due in January 2020 arising from this issuance capped at 20%.
The management team of Mobile Nations is excited to continue to work with Future following the payment of the deferred consideration and Mobile Nations will be run within the newly created Future Labs division, which Marcus Adolfsson will lead. Future Labs is the newly created internal division which will work to enable a dedicated focus on internal innovation from within our organic business with the goal of integrating proven new initiatives, businesses, tools and processes into Future once they have reached a suitable level ofmaturity.
Mobile Nations is a global 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 strong performance in the last 8 months has been a result of a continuation of their strategy to help buyers with purchase decisions, including material growth in their affiliate marketing revenues.
Marcus Adolfsson, SVP of Future Labs said:
“The new Future Labs division will capture the entrepreneurial spirit that has made Mobile Nations successful, and we are excited to leverage Future’s scale to amplify the returns from our innovative products and services.”
In relation to the Consideration Shares, applications have been made to the Financial Conduct Authority for admission of the Placing Shares to the premium listing segment of the Official List of the Financial Conduct Authority and to London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities (together, “Admission”) and Admission is expected to take place at 8.00 a.m. on 15 October 2019.
In accordance with the FCA’s Disclosure Guidance and Transparency Rules, following this issue, the Company’s issued share capital consists of 85,387,955 ordinary shares of 15 pence each. The Company currently holds 0 ordinary shares in treasury. Therefore, following this issue, the total number of issued shares with voting rights in the Company is currently 85,387,955.
The figure of 85,387,955 ordinary shares should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure Guidance and Transparency Rules.
Zillah Byng-Thorne, CEO of Future, commented:
“Mobile Nations has delivered a stellar performance since we acquired the business in March this year, significantly beating the targets that were set at the time of the acquisition. We have therefore decided to accelerate the earnout payments that are due to the management team so that the businesses can work together to deliver additional benefits across the Future group.
“The brands we acquired with Mobile Nations have substantially strengthened our market leading position in technology and deepened our presence in the US market. We are delighted that the team has committed to remain within Future to further leverage the complementary mix of content, community and commerce of the Mobile Nations brands, as we continue to expand our opportunities to monetise our significant US online audience.”
