Related Party Transaction

For release: 7.00a.m., 22 January 2015

Digital Globe Services, Ltd.

("DGS" or the "Company")

Foreign Exchange Services Agreement

Related Party Transaction

Digital Globe Services, Ltd. (AIM: DGS), a leading provider of online customer acquisition solutions for large, consumer-facing organisations, announces that it has entered into a foreign exchange services agreement with The Resource Group International (TRGI) (the "FX Agreement"), a substantial shareholder of the Company.

On 21 January 2015, DGS entered into a foreign exchange services agreement with TRGI, for an initial one-year term, under which DGS has the option to exchange US Dollars (US$) into Pakistani Rupees (PKR) with TRGI, at independently derived, more favourable exchange rates and with lower transaction costs than those available from banks.

DGS has offshore operations in Pakistan which are cost centres for the Company, with its US subsidiary, DGS, Inc., providing monthly funding to its Pakistani subsidiary, DGS (Pvt.) Ltd, in local currency. DGS principally receives client-related cash inflows in the US dollars (USD). The amount of such monthly funding to the Company's offshore operations is approximately USD 500,000 - 600,000 per month which has historically been exchanged through the Company's commercial banking partners.

TRGI has recently offered its portfolio companies the flexibility of sending funds to Pakistan through TRGI at a preferential exchange rate that is 1% better than the median market exchange rate indicated by an independent, third-party website. DGS has entered into the FX Agreement with TRGI whereby the Company now has the option of utilising TRGI's foreign exchange services rather than using customary banking arrangements.

Under the FX Agreement, DGS Inc. can request the use of the foreign exchange services via TRGI and pay TRGI in USD the amount that DGS (Pvt.) Ltd. needs for its operating expenses. DGS (Pvt.) Ltd would receive the PKR equivalent of that amount (being 1% higher than that indicated by the median market exchange rate at the time of the request) from TRG Pvt Limited, a 100% owned subsidiary of TRGI. There is no counter-party risk to DGS as TRG Pvt Limited would contractually make the PKR available to DGS (Pvt.) Ltd prior to DGS, Inc. paying the amount to TRGI in USD. The utilisation of the services under Agreement is estimated to provide DGS with a cost saving of approximately USD10,000 - 12,000 per month and is expected to shorten considerably the time taken to complete the currency exchange.

DGS is not obliged to buy PKR through TRGI, nor is TRGI obligated to provide the foreign exchange services unless it is in a position to do so. Accordingly, DGS will maintain the ability to procure PKR via customary banking or other commercially available arrangements.

Under the AIM Rules for Companies (the "AIM Rules"), any person who holds more than 10% of the issued share capital of the Company is deemed a related party of the Company and therefore TRGI constitutes a related party. The FX Agreement described above also constitutes a related party transaction as defined by AIM Rule 13. The directors of the Company (save for Muhammad Ziaullah Khan Chishti and Mohammedulla Khaishgi, who have an interest in TRGI) consider, having consulted with N+1 Singer Advisory LLP, the Company's nominated adviser, that the terms of the FX Agreement are fair and reasonable insofar as the Company's shareholders are concerned.

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Overview of DGS

Founded in 2008 with offices in London, Bermuda, Netherlands, USA and Ireland, DGS is a specialist provider of outsourced online customer acquisition solutions for large, consumer-facing corporations. DGS delivers customers to its clients through optimised paid search, search engine optimization, integrated websites, e-mail, social media and contact centre support, receiving a fee for each customer acquired for its clients.

DGS is seeking to establish itself as the leading international provider of outsourced online customer, lead and inquiry acquisition, services, through its focus on having the premier technology platform in the industry. Paid search refers to the auction process for key search terms that search providers run and in which prospective advertisers, or their agents, compete in order to have their advertising or search results displayed. 

By using its optimising technology platform, dgSMART, and its experience of website management and digital media customer acquisition, efficient contact centre operations and other process expertise, DGS is able to acquire customers and achieve conversion rates that deliver profitable, high quality customers or valuable leads and inquiries to its clients. 

DGS employs over 600 staff in Europe, North America and Asia. The Company currently has over 30 direct and indirect client relationships globally, many of which are with companies in the US Fortune 500.