This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Big Sofa Technologies Group plc

("Big Sofa" or the "Company")

Conditional Placing, Issue of Equity

&

Notice of General Meeting

Big Sofa (AIM: BST), a fast-growing international video analytics provider to consumer brands and market research agencies, announces a conditional placing to raise gross proceeds of £1.5 million by the issue and allotment by the Company of 8,108,108 new Ordinary Shares at the Placing Price of 18.5 pence per share (the "Placing").

Highlights

·    Net proceeds of approximately £1.4 million to provide additional working capital to service demand from large, global brand and consumer insight agency clients won since AIM admission in December 2016

·    Timely raising of the Placing funds will help the Company to maximise the opportunities presented by its current customer base which includes Unilever, Procter and Gamble and IPSOS

·    Non-executive directors are contributing £210,000 in aggregate to the Placing

·    Non-executive directors to additionally take accrued directors' fees in Big Sofa shares at the Placing Price and have agreed to take prospective directors' fees through 31 December 2017 also in Big Sofa shares

Simon Lidington, Chief Executive Officer of Big Sofa, commented:

"The exceptional progress made in the months since our AIM admission in securing and developing anchor long-term partnerships with organisations of the scale and reach of Procter and Gamble, IPSOS and Unilever is translating into a growing pipeline of new mandates.

For a company of Big Sofa's size and stage to have established relationships in such a short space of time with these and other global giants, including Unilever - each of which has thoroughly assessed us against other technology providers - is a significant endorsement of the combined power of our secure, scalable and user-friendly technology; and of our deep consumer insight know-how.

Having established these relationships in the first half of the year, it is essential that Big Sofa remains sufficiently well-funded to take full advantage of the opportunities they present, to embed ourselves across their global organisations, and to cultivate the future revenue streams that we believe will underpin significant growth - while also working to win the next wave of high potential clients. I am delighted that investors have responded rapidly to this opportunity."

Enquiries

About Big Sofa Technologies Group plc

Big Sofa is a B2B technology business servicing the marketing and consumer insight industries with video analytics.

Our software platform collates, analyses and organises large volumes of raw/unstructured video content enabling companies to perform detailed and sophisticated consumer insight analysis; and make genuine use of their video content.

Until recently, video has been difficult and expensive to capture, upload, store, manage and analyse as a consumer insight tool. However, proliferation of smart phones has empowered consumers to speak directly to brands resulting in an evolution of consumer insight and data analytics techniques, with video emerging as a key platform in a massive $33 billion consumer research market.

Big Sofa's shares are admitted to trading on the London Stock Exchange's AIM market under the ticker BST.L.

To find out more, visit www.bigsofatech.com

Follow us on twitter at @bigsofatech

The following is an extract from the Circular mailed to Shareholders on 25 August 2017

To Shareholders

Placing of 8,108,108 New Ordinary Shares at 18.5 pence per share; Issue of the Settlement Shares and Notice of General Meeting

Introduction

The Company has today announced the terms of a placing to raise £1.5 million by the issue and allotment by the Company of 8,108,108 new Ordinary Shares at the Placing Price of 18.5 pence per share.

The Placing is conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting, compliance by the Company in all material respects with its obligations under the Placing Agreement and Admission of the Placing Shares to trading on AIM. The Resolutions are contained in the Notice of General Meeting at the end of this document.

The purpose of this document is to explain the background to and reasons for the Placing, why the Directors are seeking authority from Shareholders to issue the New Ordinary Shares for cash on a non pre-emptive basis and why the Directors recommend that you vote in favour of the Resolutions.

Background to and Reasons for the Placing

The Company's strategy is to secure long-term multinational partnerships with global companies that offer it significant and sustainable revenue opportunities across their entire global reach.

Since the Company's admission to AIM in December 2016 it has moved to a strategy of focussing on building long-term strategic relationships with global consumer brand and consumer insight businesses such as Proctor and Gamble and IPSOS. The Directors believe that the benefit of this strategy is its potential to deliver long-term, high quality earnings from a relatively small number of large multinational customers. This focus on these global giants has meant the business has needed to invest to enable it to complete the more onerous and time-consuming procurement processes involving running pilot projects and technology assessments that companies of this stature demand.

The Directors believe that this strategy will not only deliver operating break even during the course of the first half of 2018, but also that, ultimately, the nature of the relationships the Company is building with these customers as long-term strategic partners will see its revenue continue and grow in the future.

As such, and given the Board's current assessment of the opportunities to grow sales with global multinational brand clients - both existing and those with whom we are in negotiations -  and given the Company's current facilities, the Directors are seeking to raise further funds at this time. The Directors believe that this investment will help the Company to maximise the opportunities presented by its current client base and potential new customers, and, in addition, extend the global reach of the business to enable it to better serve and maximise its blue-chip client base.

Placing

Subject to the satisfaction of the conditions under the Placing Agreement including, inter alia, (in relation to the Placing) the passing of the Resolutions, the Company will issue in total 8,108,108 new Ordinary Shares which will raise £1.5 million, before expenses, and approximately £1.4 million, after the expenses of the Placing (which are estimated to be £87,000 (excluding VAT) in total). The Placing Shares have been conditionally placed by Hobart Capital Markets LLP, as agent for the Company, with investors and certain Directors of the Company.

Application has been made for the New Ordinary Shares to be admitted to trading on AIM, with dealings expected to commence on 12 September 2017 on the assumption that, inter alia, the Resolutions are passed at the General Meeting.

The Placing is conditional, amongst other things, upon:

i)        the Resolutions to be proposed at the General Meeting being passed without amendment;

ii)      compliance by the Company in all material respects with its obligations under the Placing Agreement; and 

iii)     admission of the New Ordinary Shares to trading on AIM becoming effective by not later than 8.00 a.m. on 12 September 2017 (or such later date as is agreed between the Company and Hobart Capital Markets LLP, being not later than 8.00 am on 19 September 2017).

Assuming the Placing Shares are issued, the Placing Shares will represent approximately 12.5 per cent. of the Enlarged Share Capital. The Placing Shares will, following Admission, rank in full for all dividends and distributions declared, made or paid in respect of the issued ordinary share capital of the Company after the date of their issue and will otherwise rank pari passu in all other respects with the Existing Ordinary Shares. The Placing Price represents a discount of approximately 10.8 per cent. to the closing mid-market price of Ordinary Shares (of 20.75 pence) on 24 August 2017 (being the latest practicable date prior to the date of this document)

Pursuant to the Placing Agreement, Hobart Capital Markets LLP, as agent for the Company, has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing is not underwritten.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that dealings in the Placing Shares will commence on or about 12 September 2017 subject to the passing of the Resolutions at the General Meeting.

Related Party Transactions

1.    Directors' participation in the Placing

The Company's most recent Annual General Meeting was held on 25 July 2017. Following the release of the AGM statement, the Company is no longer in a closed period, and therefore its Directors are permitted to deal in securities of the Company.

Consequently, certain Directors, Adam Reynolds, Steven Metcalfe (via Stene Investments Limited, a company in which he has an interest) and Nicholas Mustoe have agreed that they will participate in the Placing, by subscribing £210,000 in aggregate for 1,135,134 Placing Shares. These Directors are participating on the same terms as all other placees.

*via Stene Investments Limited

The participation in the Placing by Adam Reynolds, Steven Metcalfe and Nicholas Mustoe constitutes a related party transaction under the AIM Rules for Companies.

Simon Lidington, Matthew Lynch, Paul Clark and Joseph MacCarthy, none of whom are participating in the Placing, are considered to be independent directors of the Company for the purposes of AIM Rule 13 in relation to these Directors' participation in the Placing. Having consulted with the Company's nominated adviser, the independent directors consider that the terms of the Directors' participation in the Placing are fair and reasonable insofar as Shareholders are concerned.

2.    Settlement of outstanding and prospective fees to companies in which Directors have interests

A number of companies in which certain Directors have an interest : Reyco Limited (re Adam Reynolds), Metcalfe Consulting Limited (re Steven Metcalfe), Tranby Limited (re Paul Clark) and Kindred Agency Limited (re Nicholas Mustoe) have outstanding amounts owed by the Company in relation to the provision of services since April 2017 amounting in aggregate to £50,000. Each of these parties has agreed that these sums may be settled by the issue of Ordinary Shares at the Placing Price. Details of the Ordinary Shares to be issued in relation to the outstanding Directors' fees are set out in the table below:

In addition, each of these companies has agreed that fees for services to be provided for the period from September 2017 to December 2017, which will amount in aggregate to £40,000 (i.e £10,000 each), may be paid for at the end of the relevant month by the issue of Ordinary Shares at an issue price (being the average mid-market closing price of the Company's Ordinary Shares for the 5 business days prior to the issue of such Ordinary Shares).

Simon Lidington, Matthew Lynch and Joseph MacCarthy are considered to be independent directors of the Company for the purposes of AIM Rule 13 for this settlement of outstanding and proposed directors fees. Having consulted with the Company's nominated adviser, the independent directors consider that the terms of the settlement of directors' fees by the issuance of Ordinary Shares is fair and reasonable insofar as Shareholders are concerned.

Application will be made to the London Stock Exchange for the Settlement Shares relating to the outstanding directors fees to be admitted to trading on AIM. It is expected that dealings in the Settlement Shares will commence on or about 12 September 2017 subject to the passing of the Resolutions at the General Meeting.

3.    Broking fee payable to related parties

Directors Adam Reynolds (through Reyco Limited, a company in which he has an interest) and Steven Metcalfe (through Metcalfe Consulting Limited) have been instrumental in introducing placees to the Placing. Their fees for providing this service amounts of £35,800, split equally between them.

Simon Lidington, Matthew Lynch, Joseph MacCarthy, Nicholas Mustoe and Paul Clark are considered to be independent directors of the Company for the purposes of AIM Rule 13 in relation to this broking fee. Having consulted with the Company's nominated adviser, the independent directors consider that the terms of this broking fee are fair and reasonable insofar as Shareholders are concerned.

Total voting rights

Following Admission, the Company's issued share capital will consist of 65,131,480 Ordinary Shares with each Ordinary Share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. This figure of 65,131,480 Ordinary Shares may therefore be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

General Meeting

A notice convening the General Meeting to be held at the offices of the Big Sofa Technologies Group plc  at 10.00 a.m. on 11 September 2017 at which the Resolutions will be proposed, is set out at the end of this document.

A summary and explanation of the Resolutions is set out below. Please note that this is not the full text of the Resolutions and you should read this section in conjunction with the Resolutions contained in the Notice of General Meeting at the end of this document. The following resolutions will be proposed at the General Meeting.

(A)    Resolution 1, which will be proposed as an ordinary resolution, is to authorise the Directors to allot the Placing Shares, the Settlement Shares and Prospective Shares up to an aggregate nominal value of £257,134.32

(B)     Resolution 2, which will be proposed as a special resolution and which is subject to the passing of Resolution 1, dis-applies statutory pre-emption rights, provided that such authority shall be limited to, inter alia, the allotment of the Placing Shares, the Settlement Shares, and Ordinary Shares having an aggregate nominal value of £502,871. Following Admission this would leave the Company with the authority to issue up to around 30% of the Enlarged Share Capital on a non-pre-emptive basis.

These Resolutions are in addition to the authorities granted to Directors at the AGM. Resolution 1 authorises the allotment of up to a maximum aggregate nominal amount of £257,134,32 which is expected to be sufficient to satisfy the allotment of the Placing Shares, the Settlement Shares and the Prospective Shares.  Resolution 2 authorises the disapplication of statutory pre-emption rights in respect of the Placing Shares, the Settlement Shares and to increase the authority to allot Ordinary Shares other than on a pre-emptive basis over an additional 16,762,366 Ordinary Shares over the current authority. The purpose of this is to give the Directors the wherewithal to raise funds up to this limit without pre-emption, if required, without the requirement to convene a further general meeting.

As required by the Act when proposing a special resolution to disapply pre-emption rights, the Directors hereby confirm that:

●             the amount to be paid to the Company in respect of each Placing Share is 18.5 pence and the proceeds of the Placing (at the Placing Price) are expected to be £1.5 million (before expenses);

●             the amount to be paid to the Company in respect of each Settlement Share relating to historic directors' fees is 18.5 pence;

●             the amount to be paid to the Company in respect of each Prospective Share relating to future directors' fees will be the average mid-market closing price of the Company's ordinary shares for the 5 business days prior to the issue of such Ordinary Shares;

●             the number of new Ordinary Shares to be issued pursuant to the Placing is 8,108,108 and the number of new Ordinary Shares to be issued as Settlement Shares is 270,268;

●             the Placing Price represents, in the Board's view, the best price achievable by the Company given its funding requirements and the current overall market conditions for fundraisings; and

●             the Directors recommend that Shareholders dis-apply pre-emption rights (in the terms set out in the second resolution) in order to permit the Placing to be effected on a timely basis and to avoid the timetabling, and uncertainty of funding issues associated with, effecting future pre-emptive offers.

Action to be taken

Whether or not you intend to be present in person at the General Meeting, you are strongly encouraged to complete, sign and return your Form of Proxy in accordance with the instructions printed thereon so as to be received, by post or, during normal business hours only, by hand, to Capita Asset Services, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF, as soon as possible but in any event so as to arrive by not later than 10.00 a.m. on 9 September 2017 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting.)

Appointing a proxy in accordance with the instructions set out above (and in the Form of Proxy) will enable your vote to be counted at the General Meeting in the event of your absence. The completion and return of a Form of Proxy will not preclude you from attending and voting in person at the General Meeting, or any adjournment thereof, should you wish to do so.

Recommendation

The Directors consider the Proposals to be in the best interests of the Company and the Shareholders as a whole and, accordingly, unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do in respect of their own beneficial holdings amounting, in aggregate, to 20,848,179 Existing Ordinary Shares, representing approximately 36.73 per cent. of the Existing Ordinary Shares.

Yours faithfully

Nicholas Mustoe

Chairman

DEFINITIONS

The following words and expressions shall have the following meanings in this document unless the context otherwise requires:

''Admission'' - the admission to trading on AIM of the New Ordinary Shares, in accordance with Rule 6 of the AIM Rules

"AGM" - the last annual general meeting of the Company held on 25 July 2017

''AIM'' - the AIM market operated by the London Stock Exchange

''AIM Rules'' - the rules for AIM companies as published by the London Stock Exchange from time to time

''Board'' or ''Directors'' - the directors of the Company

''certificated'' or ''in certificated form" -              a share or other security which is not in uncertificated form (that is, not in CREST)

"Company'' or ''Big Sofa" - Big Sofa Technologies Group plc, a company registered in England and Wales with registered number 07847321

''CREST'' - the computerised settlement system to facilitate transfer of title to or interests in securities in uncertificated form operated by Euroclear UK & Ireland Limited

''Enlarged Share Capital'' - the entire issued ordinary share capital of the Company immediately following the allotment of the Placing Shares and the Settlement Shares.

''Existing Ordinary Shares'' - 56,753,104 Ordinary Shares currently in issue at the date of this Document

''Form of Proxy'' - the form of proxy for use at the General Meeting

 ''General Meeting'' - the general meeting of the Company, notice of which is set out at the end of this document, and any adjournment thereof

"Group" - the Company and its subsidiary undertakings

''London Stock Exchange'' - London Stock Exchange plc

"New Ordinary Shares" - together the Placing Shares and the Settlement Shares

''Notice of General Meeting'' - the notice of the General Meeting, which is set out at the end of this document

''Ordinary Shares'' - ordinary shares of 3 pence each in the share capital of the Company

''Placing'' - the proposed conditional placing by Hobart Capital Markets LLP on behalf of the Company of the Placing Shares pursuant to the terms of the Placing Agreement

''Placing Agreement'' - the conditional agreement dated 25 August 2017 between the Company, SPARK Advisory Partners Limited, Hobart Capital Markets LLP relating to the Placing

''Placing Price'' - 18.5 pence per Placing Share

''Placing Shares'' - 8,108,108 new Ordinary Shares to be issued by the Company pursuant to the Placing

"Prospective Shares" - the new Ordinary Shares to be issued in relation to the settlement of future directors' fees as set out in the paragraph headed "Settlement of outstanding and prospective fees to companies in which Directors have interests" on page 6 of this document

''Registrars'' - Capita Asset Services

''Resolutions'' - the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting

"Settlement Shares" - the 270,268 shares to be issued in relation to the settlement of historic directors' fees as set out in the paragraph headed "Settlement of outstanding and prospective fees to companies in which Directors have interests" on page 6 of this document

''Shareholder(s)'' - holder(s) of Ordinary Shares

''UK'' or ''United Kingdom'' - the United Kingdom of Great Britain and Northern Ireland

''uncertificated'' or ''in uncertified form" - a share or security recorded in the Company's register of members as being held in uncertificated form, title to which may be transferred by means of CREST

''US'' or ''United States'' - the United States of America