Offer to Loan Noteholders of Digitek

30 November 2015

PeerTV plc

("PeerTV" or "the Company")

Offer to Loan Noteholders of Digitek SMT Assemblies Limited

PeerTV plc (AIM:PTV), a provider of technology solutions for the OTT (TV over the internet) market, and PCB (printed circuit board) production solutions announces a proposed restructuring of the Secured Loan Notes issued by Digitek SMT Assemblies Ltd ("Digitek").

Digitek is engaged in the assembly of products and components and the associated sourcing and logistics for companies principally engaged in the hi-tech, telecommunications, medical and other technology based industries in Israel. For the first six months of 2015 Digitek contributed $670,000 sales, out of the group total for the period of $970,000.

An offer has been submitted to the Noteholders of Digitek ("the Noteholders") to exchange 100% of the Loan Notes in issue for 70% of the Ordinary Share Capital of Digitek ("Revised Exchange Offer"). It has been made in light of:

a) Weaker than expected operating results of Digitek during Q2 and Q3 2015

b) Digitek's inability to finance itself. Turnkey orders have been obtained, but the financing facilities needed to support them have not been put in place.

c) PeerTV's decision to no longer support the Digitek business.

An earlier proposal was submitted to the Noteholders on 19th October 2015. It was considered and approved by a majority of the Noteholders at a meeting held on 2nd November 2015. However, it failed to gain the necessary 75% approval. This made it necessary the Revised Exchange Offer to be submitted.

The Company has been in dialogue with a number of the larger Digitek Noteholders. It has communicated the financial situation of Digitek and discussed the Revised Exchange Offer which has resulted in a general conclusion that the Exchange Offer is the best proposal to try to preserve value for both PeerTV and the Noteholders.

Digitek is currently a wholly owned subsidiary of Digitek Holdings Limited ("DHL") which is 64.1% owned by PeerTV. Under the terms of the Exchange Offer there would be a debt for equity swap by Noteholders who are owed approximately £1.9 million and also by PeerTV which has advanced approximately £2.6 million directly to Digitek on an unsecured basis ('the PeerTV Advance") over the past three years.

The following points should be noted:

a) Following the transaction PeerTV will hold 10% of the Ordinary Share Capital. The Noteholders would hold 70% of the Ordinary Share Capital and the remaining 20% would be held by an Israeli company also involved in the industrial assembly sector with which Digitek is developing a strategic partnership. That company will be providing funds for working capital. In addition, certain Noteholders will advance £50,000 by way of a loan.

b) PeerTV's acquisition of 10% of the capital would be achieved through the conversion of the PeerTV Advance to Ordinary Share Capital and the write off of the remainder. The actual amount of the write off is dependent on the valuation of Digitek agreed between the parties at the time of the transaction.

c) The new equipment acquired for the Digitek business earlier in 2015 at a cost of about $500,000 will continue to be owned by PeerTV Marketing Limited which is a 100% subsidiary of PeerTV. The equipment will be leased to Digitek under the terms of a monthly agreement, on an arm's length basis which fairly reflects the value, age and condition of that equipment. At end of the term ownership of the equipment will be transferred to Digitek.

d) It is expected that the release of pledges on the assets of Digitek will permit new lenders to advance secured funds.

If concluded, under the AIM Rules the Exchange Offer will be a substantial transaction requiring the disclosures set out in Schedule 4 of the AIM Rules. The profits attributable to the assets being disposed of, the book value of those assets and the effect on the PeerTV of the transaction can be seen from the attached pro-forma based on the interim unaudited financial statements for the six months ended 30 June 2015. For the foreseeable future PeerTV intends to hold its shareholding in Digitek.

Following the transaction PeerTV will hold 100% of both PeerTV Limited (operating the OTT business) and PeerTV Marketing Limited (owning the equipment). It will also hold 10% of Digitek and 64.1% of DHL, which shall be no longer active.

A General Meeting of Noteholders to vote on the proposed Exchange Offer will be held in London on 15th December 2015.

Further enquiries:

PeerTV Plc

Eitan Yanuv, Chairman

Tel: +972 974 07315

ZAI Corporate Finance Limited

Tim Cofman / Jamie Spotswood

Tel: +44 20 7060 2220

Daniel Stewart & Company plc

David Coffman

Tel: +44 207 776 6550