30 June 2015

Motive Television PLC

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

Final results for the year ended 31 December 2014

Motive Television PLC (AIM: MTV.LN), the digital television technology, software and solutions provider, announces its preliminary results for the 12 months ended 31 December 2014. 

CHAIRMAN'S STATEMENT

I am pleased to announce Motive's results for the year ended 31 December 2014.

During the year under review Motive completed the final steps of transitioning its technology to enable the transfer of content to tablets and to other mobile devices, meeting key technical milestones and preparing for commercialisation.

The soft launches of Tablet TV in the USA and in the UK were completed successfully. Additionally, new markets were identified during the year and technology to exploit these was developed; commercial implementation of these commenced after the year end.

During this period of intense development sales levels were flat as the Group's productive resources were focused on development activity. At the same time other costs increased as distribution channels and manufacturing resources were established. Therefore, as a direct consequence of these factors operating losses increased during the year under review as compared with 2013.

With the shift towards exploitation of new technology and the opportunities now arising, the Directors have reviewed the goodwill which arose on the acquisition of Motive Television S.L. nearly five years ago. With the new emphasis on the rapidly developing mobile market the Directors concluded that it was appropriate to recognize this by making a full impairment against the historic goodwill. This impairment is included in Administrative costs and identified in the Statement of Comprehensive Income as an exceptional cost.

The Company's dispute with HISCAN (formerly CCAN) in respect of the formal transfer of a 32.3% interest in Motive Television S.L. is currently under consideration in the Spanish Courts. HISCAN has agreed that they will sell their shares on receipt of the sum of €750,000 and this amount has now been included in the accounts as a liability. Charges in respect of changes in the estimate of the amount due as a consequence of this dispute are included in the Statement of Comprehensive Income as exceptional financial costs.

Today, the Group's main focus is its Digital Business that provides technology-based solutions to companies and viewers in the television sector. As such, the Group Strategic Report will focus on this segment of the Group's activity.

The Strategic Report discusses the environment in which the Digital Business operates, sets out in detail the substantial opportunities for the Digital Business and outlines how the Group intends to take advantage of these opportunities. The significant progress made to date is discussed as well as where the Group envisages future development.

The Company still owns one remaining television production business, Motive Television Limited (Dublin) ("MTL"). MTL enjoyed a reasonably good year in terms of orders but ended the year with a small loss.  Although this business contributed £497,443 (43%) of turnover it is now under strategic review.

I would like to thank our shareholders, employees, customers, partners and suppliers for their continuing support. Special thanks go to Leonard M. Fertig, your CEO, whose drive and boundless ambition have once again enabled the Company to make substantial progress during the year under review.

Michael Pilsworth

Chairman

Financial analysis

·    Group revenue was broadly flat compared with 2013 at £1,143,314 from £ 1,170,942 in 2013.

·    Group operating loss before exceptional charges for goodwill impairment increased to  £(2,764,137) from £(1,861,778) in 2013.

·    Group loss for the year of £ (12,530,987) 2013 £ (3,007,720).

·    Net cash flows from operating activities improved 19% from negative £2,141,445 in 2013 to negative £1,725,432.

·    Digital business revenue decreased by 19% to £645,871 from £804,826 in 2013.

·    Digital business loss increased to £1,301,818 from £ (912,449) in 2013 as costs increased in preparation for commercial launch of new products.

·    Group total borrowings increased by 34% to £4,170,850 compared with £3,101,256 in 2013.

·    Cash at bank and in hand at the end of 2014 was £595,608 compared to £250,404 in 2013.

Operational highlights

·    In January 2014, Motive completed the update of its Content Express™ platform and launched it in the broadcasting marketplace.

·    Deployment of the Content Express™ solution at Digiturk in Turkey exceeded expectations with at least 175,000 households using the technology by the end of the year.

·    Following signature of a five-year contract with Siyaya Free To Air TV (PTY) Ltd. of Johannesburg, South Africa on 30 December 2014, Motive installed and integrated its Content Express™ technology at Siyaya's headend in South Africa.

·    Motive joined the HbbTV Consortium and the Digital Technology Group to participate and promote its technology among the top television companies in the UK and Europe.

·    In May 2014 the Company filed applications with the patent office in the United States regarding the Tablet TV technology and its datacasting technology and progressing the Tablet TV patent worldwide based on the Patent Cooperation Treaty.

·    In August 2014, Motive announced the signing of a contract with Twin Peak S. A. of Athens Greece to develop and market BYOD TV technology for the maritime market of passenger ferries, cruise ships, oil platforms, commercial ships, and yachts.

·    In September 2014, the Company renewed its support contract with Mediaset for a sixth year.

·    On 25 November 2014, Motive announced the taking of pre-orders for TabletTV US in San Francisco, and the service was launched on a beta basis on 18 December 2014.

·    On 8 December 2014 the Company launched TabletTV UK on a beta basis in time for Christmas deliveries.

·    On 23 December 2014, Motive announced that the development of its new BYOD TV technology was complete and that it was ready for testing and deployment on commercial ships.

Post-Period Highlights

·    On 19 January 2015, the Company announced an agreement with Google to integrate Chromecast capabilities with TabletTV. This effort has ensued and is expected to be available in the coming weeks following review by Google.

·    On 17 February 2015, Motive announced a major update to TabletTV US that added new functionalities and improved performance.

·    On 3 March 2015, Motive announced a major update to TabletTV UK that included One Touch Recording, Home Network, and Social Networking.

·    On 10 March 2015, the Company announced that a new licensing agreement had been concluded with Tablet TV LLC and Granite Broadcasting under which the Joint Venture receives non-transferable, perpetual, and irrevocable licences for use of Motive's technology for the territory of the United States and Canada to be used for the business of Tablet Television and Motive receives license fees in addition to its ownership of the joint venture.

·    On 8 April 2015, Motive announced the signing of the first BYOD TV agreement with Aegean Speed Lines.

·    On 9 April 2015, Motive launched TabletTV Europe to serve travelers to the continent.

·    On 28 April 2015, Motive received approval from the US Patent office for its datacasting patent, Patent Number 14/358960 entitled "Methods for Transmitting and Receiving Audiovisual Content".

·    On 5 May 2015, the Company announced a contract with the Attica Group for BYOD TV services on its 12 ferries carrying over 4 million annual passengers.

·    On 10 June 2015, Motive announced the availability of TabletTV for Android devices in the United States and the United Kingdom. Since that date the number of Android operating system based devices that can use TabletTV has increased each week.

Enquiries:

Motive Television provides broadcasters and pay television operators with enabling technology that provides opportunities to deliver highly valued services to viewers that generate additional income and retain existing subscribers, comprising:

Content Express™

Today's television viewers are demanding the ability to watch whatever they want when they want it on any screen, and Motive's Content Express™ makes that possible without having to build new networks. Content Express™ software provides secure delivery and management of non-linear digital content across any type of broadcast network to any consumer-facing screen or device.  Motive has deployed it in both single and hybrid distribution systems that combine broadband access with traditional distribution for an optimal solution.

Motive's Content Express™ solutions platform provides a one-stop shop for digital terrestrial broadcasters, satellite, DTT cable pay television platforms, and Internet OTT content providers to offer new services including: Video on Demand (VOD and SVOD),  Catch-up television, Tablet Television, Targeted advertising for VOD, Mocast for 4G LTE, Virtual channels and Video2Go.

Tablet TV

With a proprietary app and T-Pod antenna-tuner, tablet owners around the globe can watch and record all the programming currently broadcast over digital terrestrial channels. Additionally, Tablet TV subscribers have the ability to download a selection of video-on-demand movies and programmes without the need for Internet access and, when they are connected, use integrated social networking and access anything available over the Internet.

Motive's content division is:

Motive Television Limited, a Dublin-based award-winning independent production company that produces factual programmes for Irish broadcasters. It specializes in live sports production and sports documentaries and also produces factual and entertainment series.

Motive Television was founded in London in 2005 and its shares are quoted on the London Stock Exchange (AIM).

http://www.motivetelevision.co.uk

STRATEGIC REPORT

Business Review

The Chairman's report sets out an overview of the result for the year.

As noted in the Chairman's report Group Resources were focused on development activity with over 75% of engineering time being spent on developing new technologies. More detail regarding specific developments and the reason for this focus is set out in the discussion about the Group's overall strategy below.

Future developments are also set out below, explaining how the Group intends to exploit the current market opportunities together with a discussion about the Digital Business Environment generally and the relevance of the Group's Technology.

Finally, the way in which the Group assesses its performance and how it has performed against key objectives and performance indicators, together with the principal risks and uncertainties are also considered.

Strategy

In the 2013 Strategic Report, the Company described its decision to forgo short term engineering-based contracts and focus on the development of technology-based products that would be able to take full advantage of the dramatic changes happening in viewer consumption of television, both in terms of how people watch, and in the number of new "screens" on which they watch.

By the end of 2013, Motive had developed its Content Express™ product suite for business-to-business delivery of on-demand content over any type of network, and had defined the TabletTV products that would enable Motive to participate in the rapidly growing market for viewing TV programmes and movies on handheld devices.  With the number of tablet users due to surpass 150 million in the United States and 20 million in the United Kingdom, and the growing use of these devices to watch television-not as a second screen, but as a primary viewing device-it was apparent to Motive that the development of products that enabled tablet and Smartphone viewing of content would be the most valuable opportunities for the Company in the years ahead.

Consequently, Motive made the strategic choice to make 2014 the "mobile product year" and focused the great majority of its engineering and financial resources on building and patenting our mobile products.  The Company set a goal to have TabletTV ready to put in front of consumers in a large and important test market in the United States (San Francisco, the 6^th largest television market) and also similarly in the United Kingdom.  This was particularly challenging due to the complexity of creating novel products in an ever-changing television environment, however, the Company succeeded in launching beta versions of both TabletTV US and TabletTV UK in December 2014. 

Since that time, Motive has worked, with input from a range of early-adopter purchasers of TabletTV in both markets, to improve the product and add many new features; the latest being the introduction of initial Android devices which was announced in June 2015.  Your Company has succeeded in its product development as our current product is now getting positive reviews on both sides of the Atlantic, and is now ready to launch fully in both markets and additional ones through partnerships with national broadcasters, telecoms, and other television and entertainment organisations.

Motive's second mobile product is known as BYOD TV, (Bring-Your-Own-Device) television, which makes it possible to easily and efficiently watch on-demand and live content on handheld devices in certain private environments such as ships at sea, trains, hotels, lounges, etc.  The first application of BYOD TV was through a contract with Twin Peak S. A. of Athens for a maritime product for ships at sea, particularly passenger ferries, cruise lines, commercial ships, oil rigs, and yachts.  In these environments, getting content from the Internet is very costly, terrestrial broadcast non-existent, and Motive's BYOD is a very economical and attractive solution. 

The Company took on the BYOD product development in August 2014, and by January 2015 had a working prototype.  Since April 2015, BYOD has been deployed on multiple passenger ferries in Greece with Twin Peak providing the content and Motive providing the technology.  Discussions with multinational ferry and cruise companies in the UK and United States suggest that the maritime product will be very valuable due to the flexibility of Motive's solution and the huge size of the passenger market.  Motive will receive engineering fees for customisation and installation and a share of every passenger viewing purchase.

A major feature of the Company's continuing strategy is its business model.  Rather than sell one-off engineering and licences to broadcasters, the Company seeks to obtain upfront payments for customisation and implementation of its solutions, plus continuing participation in the added revenues created for our customers.  Motive effectively partners with its customers in the development and implementation of new sources of revenue. The Company believes that partnering with our customers not only reduces competitive risk by staying close to customers, but leads to growing participatory revenue streams as these new forms of broadcasting extend to more consumers.  Additionally, as Motive is a 30-person software developer, it is not feasible to think that the Company is in a position to market leading-edge products to consumers globally; it is far more economically sensible to partner with major consumer-facing organisations.  We have established such a partnership in the United States and expect expansion of this partnership as TabletTV rolls out and expect to do so similarly in the United Kingdom, Europe, and other regions.

This concentration on building Motive's mobile products in 2014 so that the Company would be ready in 2015 to exploit them, meant that 2014 was not a year for revenue growth and was instead a year of investing in our products.  Consequently, revenues vs. 2013 were flat; coming mainly from existing Content Express^TM customers while our expenditures were focused on engineering and development in anticipation of recovering this investment in the years to come.

Future development

The Company has developed four products during 2014 and early 2015, and while continuing to develop new features for each is going to market with them during 2015.  The four products being marketed today are:

·    Content Express™:  Providing TV Anytime Anywhere platform solutions to broadcasters and satellite pay TV operators to enable new revenues from video-on-demand, catch-up TV, targeted advertising, and other features.

·    TabletTV US:  Providing viewers in the United States and Canada with the ability to watch and record television with or without Internet availability on their tablets and in the future, on their Smartphones.  Also permits simultaneous social networking when connected to the Internet.

·    TabletTV UK and Europe:  Providing viewers in the UK and Europe with the ability to watch and record television with or without Internet availability on their tablets and in the future, on their Smartphones.  Also permits simultaneous social networking when connected to the Internet.

·    BYOD TV:  Providing the capability for passengers and crew on passenger ferries, cruise ships, commercial ships, oil rigs, and yachts to view video-on-demand, live TV and other services without need for Internet connection.

Each of Motive's product/solutions has some similar advantages:

Motive is able to offer broadcasters, telecoms, and ultimately consumers a very a low-cost way of distributing content that has been proven successful in large-scale implementation over both digital terrestrial and satellite networks.  With our patented Datacasting technology, the Company is a leader in "add on" video on-demand capabilities and the management of non-linear content delivery.

The customers for Motive's B2B on-demand or non-linear content solutions are broadcasters and satellite television platforms that want to enter or upgrade their pay television services. There are perhaps 5,800 channels, stations, and satellite broadcasters globally at this time that may be candidates for Motive's solutions. 

The markets for each of our products are vast and global.  Motive's mobile products, namely TabletTV and BYOD, have great appeal to the growing number of tablet and Smartphone owners and the potential for growth will only be limited by the Company's ability to sell and service a worldwide market.

Although each of the four products is now in the market Motive continues to add new features to its product offering.  Among the future product development efforts underway in 2015 are:

·    Adding tablets based on the Android operating system to TabletTV in the United States, United Kingdom, and internationally.  The first App release for the most popular Android tablets was announced on 10 June 2015 and versions for the myriad of other devices are being added each week.

·    Adding Google Chromecast to TabletTV US so that viewers can easily transfer the programmes they are watching on their tablet to a Chromecast enabled television.  This is anticipated by July 2015 for both iOS and Android versions of TabletTV US, and will be supported by a marketing partnership with Google.

·    Adding full PVR/DVR functionality to TabletTV US so that users will be able to schedule the recording of programmes a week in advance, and have other convenient functions while viewing them.  The US and UK versions of TabletTV already have one-touch recording (OTR) to record, pause, play, and fast forward what they are watching.  This is planned for summer 2015.

·    Adding the availability of OTT (over-the-top) Internet channels to TabletTV such as YouTube, iPlayer, etc., planned for 3^rd quarter 2015.

·    Adding video-on-demand services to TabletTV, planned for the 4^th quarter 2015/1^st quarter 2016.

·    Adding TabletTV apps for smartphones beginning 4^th quarter 2015.

·    Developing a 4k UHD (ultra-high definition version of Content Express™ for a client planned for 2015/16.

·    Development of specifications and production of new antenna-tuners for DVBT and DVBT2 TabletTV services for the European standard that will enhance performance and allow PVR/DVR and other functionalities not possible with the current hardware.

The Digital Television Business Environment

It is well known by this time that the television viewing market is in the process of exceptional change in the United States, United Kingdom, and worldwide.  The shift of viewing from fixed large screens to handhelds, led by young people, has completely disrupted the industry, with the major broadcasters, telecoms, consumer electronics companies and content providers struggling to find their place in this new world.

Motive Television is prepared.  By changing our focus from the main TV in the home to the mobile screen during 2014, and by developing industry-leading products and solutions to take part in this consumer-led industry tsunami, the Company is very well positioned for the present and future.  Motive is in the midst of the industry storm and our products and software innovations are the subject of countless discussions as major players seek to find their way.  

There are myriad statistics that are published every day, each one more surprising.  For example,

·    In December 2014 Mail Online reported that 10 million Britons watch TV on their phones and tablets, tripling the figure of one year before.

·    According to BI intelligence, by the end of 2013 22% of the population of the entire world owned a Smartphone, and 6% owned a tablet.

·    Statista forecasts that in 2015 alone 360 million tablets will be sold worldwide.

·    Presently (2015) there are 156 million tablets in use in the United States (eMarketer and DRG), which is about 1.3 tablets per home, or nearly 1 tablet for every two people.

·    In the UK, 25% of the population today own a tablet, and tablet use grew 63% from 2013 to 2014.  By 2017, the forecast is 38 million UK tablet users, or nearly 1.5 per household.

·    Company-commissioned independent research in the United States revealed that 1 out of 3 tablet owners are highly interested in TabletTV.

·    Based on all the above, the target market for TabletTV worldwide by the end of 2018 is 250 million users, considering only the 33% "highly interested" figure.

Looking at the Company's BYOD business environment and opportunity, a few more statistics:

·    There are an estimated 3,200 passenger ferries, 426 cruise ships, 860 Offshore Oil Rigs, and over 1 million yachts who represent the potential market for the Company

·    Since launching the product in April 2015, the Company and its content partner Twin Peak S. A. have signed up two operators with 14 international ferries.

Principal Risks and Uncertainties

With great opportunities as described above in the Strategic Report there are certainly risks:

1.         Size:  The Company is small compared to nearly all its competition and needs cooperation from technology, content, broadcasting, and other partners to market its solutions to the consumer.  Motive is a B2B company and our customers and partners are larger and have much bigger balance sheets.  Consequently, Motive is at a disadvantage in its negotiations and contracts and there are risks of contracts not being paid, patent infringement, and other inappropriate behaviour by our partners and customers.

The Company tries to mitigate this risk by using the most appropriate legal advisers, protecting its intellectual property, and when possible getting paid up front.

2.         Undercapitalisation:  Most commonly, a company seeking to develop and market new solutions such as Motive is privately held and initially capitalised by venture capitalists with sufficient funding to carry out its development phase and exploit its solutions.  Motive has not had this luxury and has had to "bootstrap" its software and product development and marketing through relatively small tranches of financing.  Further, Motive has found itself competing with Silicon Valley and Asian financed organisations that are funded 5-10 times of what the Company has to deploy.

The Company has responded to this situation by raising funds as it can and by using speed and agility in the marketplace against better-financed and better-connected competition. 

3.         Liquidity and Going Concern:  As described above, the Company has not yet reached the point of being able to fund itself out of operating income, and thus needs to continue raising funds through equity placings and debt.  In 2014, Motive raised £1,575,000 in placings of ordinary shares plus borrowed £1,600,000 million from Bergen Asset Management LLC to fund its operating and financial costs.  To date in 2015, the Company has raised £1,000,000 in equity placings of ordinary shares plus £400,000 in debt from Bergen Asset Management.  Until the Company reaches cash self-sufficiency Motive will continue to need to raise funds to remain a going concern.

Historically the Company has been consistently able to raise equity and debt funding as required partly due to the perceived value of the potential for its patented and patent-applied technology.

4.         Personnel:  The Company is dependent upon a relatively small staff that might be hard to replace.  Talented developers and experts in television technology are greatly in demand in today's environment and Motive is not immune to the risk of having its best talent "poached".  Further, the Company is not in a position to pay its team anything close to what they could earn in Silicon Valley, Silicon Alley, or even London.

Motive's response to this risk has been to gradually add to its technical staff and to keep its engineering centres in less competitive locations such as Barcelona and Casablanca where the Company represents a relatively more attractive opportunity.  Also the Company uses an employee-centric team approach to management and all key personnel have a stake in success through share options.

5.         Technology Risk:  All technology-based companies face the risk of becoming "yesterday's news", particularly in this era of open-source solutions and low-cost Asian and third world technology expertise.  The Company cannot be immune to this risk, as it has troubled every technology-based company to an increasing extent in the past decade.

The mitigation of this risk has been developed by the more successful companies in the technology industry in the form of developing services based on their proprietary technology that tie in clients and make it less likely that their solutions become commoditised. 

Motive has taken this "software as a service" approach a further step by effectively investing its solutions with consumer facing clients in exchange for a piece of their consumer revenues.  Because Motive's business/product strategy is to develop revenue-enhancing solutions for our customers, the Company has been able to negotiate "back-end deals" that give Motive continuing shares of subscriber revenues.  This approach not only ties the Company to its clients in a software-as -a-service, but it creates a partnership as Motive brings new income to its customers and receives part.

6.         Financial risk:  In the past, the Directors note that the Company's share price has been volatile and at times has fallen below its nominal value. As such movement in the share price could result in a risk making it more difficult for the Company to raise capital. In the past this has not created any difficulties and the Directors are confident that no future difficulties will arise as a consequence of this volatility. Other financial risks are covered in Note 3 of the financial statements.

Key Performance Indicators

At this stage in the Group's development the reporting of KPIs is broadly focused. In particular the Board monitors:

·     Year on year sales growth in turnover of the digital business; in 2014 the digital business sales decreased as the Company was focused on product development rather than engineering sales. 

As described in the Chairman's report and earlier in the Strategy section, Motive made a deliberate decision in early 2014 to focus nearly all its energies and resources on the completion of the development of TabletTV during calendar year 2014, with the goal of soft launching this new product by Christmas in the United States and United Kingdom.  This necessarily meant diverting resources from the traditional business of the Company, Content Express^TM.  Further, since TabletTV is a consumer revenue-driven opportunity that would not develop any material income for the Company until the second half of 2015 at the earliest, this decision resulted in flat turnover for 2014 vs 2013.

In August 2014, a further decision was made to invest engineering resources in the development of the Company's second new product, BYOD TV, for the maritime industry.  Again this investment of resources in 2014 generated no turnover in 2014; however, the Company anticipates contracts and revenues as a result of completing development of the BYOD product in 2015.  Presently, contracts have been negotiated that are estimated to generate over £500,000 per annum for Motive from BYOD.

·     Developing a strong suite of industry leading products and securing IPR protection on them.  In 2014, the Company achieved the development and launch of TabletTV, the upgrade to Content Express™, and developed BYOD TV for the maritime industry.

These KPI's were basically achieved in 2014 as Motive succeeded in bringing its TabletTV products from development to Beta launch in December as planned, and completed the technical development of BYOD TV for launch in early 2015.  Patent applications were filed or in the process of filing for both new technologies in the United States and Europe with the automatic extension worldwide. 

·     That engineering projects are delivered on time; projects undertaken during the year were delivered on a timely basis.  During 2014, the Company hit its two major targets; i.e., getting TabletTV to beta launch by Christmas and completing BYOD TV.  Additionally, the Company installed and tested Content Express™ in South Africa for Siyaya and supported the Content Express™ platform in Italy for Mediaset and Turkey for Digiturk.

Leonard M Fertig

Chief Executive Officer

On behalf of the Board of Directors

29 June 2015

MOTIVE TELEVISION PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2014

All other comprehensive income shown above will be reclassified subsequently to profit and loss when specific conditions are met.

MOTIVE TELEVISION PLC

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2014

Group

1        GENERAL INFORMATION

Motive Television plc and its subsidiaries provide software and services to the television industry.

This preliminary announcement is authorised for issue by the Board on 29 June 2015. The financial information has been prepared in accordance with International Financial Reporting Standards adopted by the European Union and applying the same accounting policies and bases of calculation and estimation as applied in previous annual financial statements.

Going concern assumption

The financial statements have been prepared on a going concern basis which assumes that the Company will have sufficient funds available to enable it to continue to trade for the foreseeable future.

In making their assessment that this assumption is correct the Directors have undertaken an in depth review of the business, its current prospects, cash resources and borrowings and potential liabilities to the Put and Call arrangement as set out below.

The Directors have also considered the likely sales, contracts and announcements that the Company anticipate being able to make over the coming months, the current share price, levels of trading in the Company's shares and past history of raising funds and have had a number of conversations with the Company's Brokers.

During 2014, Motive raised £1,575,000 (2013: £2,842,489) in placings of ordinary shares (before costs) plus borrowed £1,600,000 (2013: £nil) from Bergen Asset Management LLC to fund its operating and financial costs. To date in 2015, the Company has raised £1,000,000 in equity placings (before costs) of ordinary shares plus £400,000 in debt from Bergen Asset Management LLC.

The Company's Fixed Interest CLNs with a face value of £2,978,396 mature in December 2015. The Company has entered into discussions with the largest of the holders of these CLNs which represent 47% of the amount outstanding. These holders are prepared to extend the term of their loans subject to terms being agreed and it is anticipated the remaining holders will be prepared to agree similar terms.

As set out below, the Company has been involved in a dispute relating to a Put agreement entered into on the acquisition of Motive Television S.L. Currently the other party have agreed in principle that they will settle this dispute if they receive payment of €750,000, however formal terms have not yet been signed. Further details regarding the negotiation and settlement of the put and call option agreement are included later in this note.

Currently the Company has net current liabilities and is not forecast to generate net operating cash inflows until mid-2016. Therefore, the Company anticipates a need for further funding, both during the next three months, to fund trading and working capital requirements, and at a further stage, or stages, dependent on future trading and the outcome of the Fixed Interest CLN extension negotiations and the settlement of the legal dispute outlined above. After taking account of all the above factors the Directors believe that as the market becomes more aware of the Company' prospects and the scale of the opportunities that the Company's technologies create the Company will continue to be able to raise the funds required to enable it to continue to trade and grow towards self-sufficiency.

If the Company were unable to raise the funds required to meet its trading requirements and settle any liability to the Put, or is unable to agree terms with the holders of the CLNs the Company may be unable to realise its assets and discharge its liabilities in the normal course of business.

These conditions indicate the existence of material uncertainties which may cast significant doubt about the Group's ability to continue as a going concern. The financial statements do not include the adjustments that may be required if the Group was unable to continue to trade.

2        LOSS PER SHARE

The loss per share is based on a loss for the year attributable to equity holders of the Parent Company of £12,530,987 (2013: £3,007,720) and the weighted average number of ordinary shares in issue for the year of 34,964,624,102 (2013: 16,993,913,840).

The exercise of the outstanding options and warrants would reduce the loss per share and hence have an anti-dilutive effect. Shares issued after the year end would also reduce the loss per share and hence have an anti-dilutive effect.

There are 9,170,899,571 (2013: 2,586,149,571) shares that could potentially be issued under the terms of options and warrants as described in notes 18 and 24 in the full financial statements included in the report and accounts that will potentially reduce future earnings per share.

3        STATUS OF FINAL AUDITED RESULTS

The financial information presented in this announcement has been extracted from the Group's audited statutory accounts for the year ended 31 December 2014 which will be delivered to the Registrar of Companies. The auditor's report for 2014 was unqualified and did not contain statements under the Companies Act 2006, s498(2) or (3). However the audit report for the years ended 31 December 2013 and 2014 drew attention to an emphasis of matter due to the uncertainty over going concern, further details are included in Note 1 above. The statutory accounts for the year ended 31 December 2013 have been delivered to the Registrar of Companies.

The financial information presented in this announcement of final audited results does not constitute the Group's statutory accounts for the year ended 31 December 2014.

4        DIVIDEND

The Directors will not be recommending the payment of a dividend.

5        COPIES OF THE REPORT AND ACCOUNTS

Copies of the Annual Report and Accounts will be available from the Company's registered office, 18 Soho Square, London W1D 3QL and the Company's website http://www.motivetelevision.co.uk. Hard copies will be posted to shareholders today.