Right of Reply has Letters of Intent (LOI) to Acquire a Stake in 'TF Group' and the Creation of a New Company (Newco)

LONDON, April 9, 2018 /PRNewswire/ --

Right of Reply Ltd ("Right of Reply" or "ROR") a company providing technical solutions to the problems of Cyber Defamation and Fake News is pleased to announce that two letters of intent have been signed with the shareholders of TF Group s.r.l. ("TF Group") http://thefool.it/

TF Group is an independent Italian company that has its roots in managing online reputation, protection of intangible assets and media monitoring. Since 2008, TF Group has developed digital projects requiring different skills in Marketing, Data Analysis and Consulting Services to support enterprises by means of on-demand activities or complex end2end projects.

The first letter of intent set the terms for a possible acquisition by RoR of 20% of the shareholder equity capital of the TF Group.

The key points are:

• TF shareholders will consider a reserved share capital increase; such newly issued shares will have a price premium. 20% of the share capital in TF shall be purchased according to the following schedule:
  • Purchase of 10% of the share capital in TF from the current shareholders for a consideration of 110,000 new issued shares in ROR at £7.5 per share, for a value of £ 825,000;
  • Another 10% of the share capital will be obtained by ROR through the subscription of the share capital increase with a price premium to be completed through a remittance of £ 850,000 as an increase in capital.

This Letter of Intent also set the terms which would allow RoR to reach 51% of TF Group shareholder equity capital, on a 2 year call option. The option has specific conditions and barriers in order to be exercised.

The second Letter of Intent set the terms for the creation of a NewCo, owned by RoR at 51% and by TF Group at 49% whose mission is to develop and promote RoR products and services for the Italian and UK markets.

The closing of the deal and its effectiveness is conditioned on the completion of detailed due diligence. This acquisition, ROR would further increase its financial bottom line based on TF Group current financial results, bringing shareholder equity to a level that will allow RoR to be listed not only on the London Stock Exchange (LSE), but also on Nasdaq.

We are also pleased to announce that, on the deal closing, the two TF Group senior executives Mr. Matteo Giovanni Paolo Flora and Mr. Salvatore Pugliese will join the RoR Board of Directors (BoD) and maintain executive roles in the NewCo.

Matteo Flora, TF Group CEO & Founder, http://mgpf.it/ : "We have been working with local and international customers on services closely related to the Right of Reply and we think this is the natural extension of our business model that will trace the route to strongly improve performances for both companies. We hope the market will appreciate this operation, aimed at increasing the level of transparency and communication for every single stakeholder."

Thomas Brooks, RoR CEO: "The partnership with TF Group focuses considerable experience, know-how and resources on the challenges of Fake News, and Cyber-defamation. This timely acquisition and the merging of activities will allow RoR to strengthen its international posture in fighting the global threats to transparency and independence of opinion. The voice of each individual and the position of each institution will be better guaranteed by the global platform of Right of Reply. We are pleased to welcome Matteo and Salvatore to the BoD and we look forward to working with them."

For more information, please contact [email protected]

SOURCE Right of Reply