BHRD.L Regulatory News (BHRD)

BE HEARD GROUP PLC

 ("Be Heard" or the "Company")

Admission to AIM

& First day of dealings

Be Heard (AIM: BHRD), which is building a digital marketing services, technology and e-commerce business, announces that admission to trading on AIM and commencement of dealings will take place at 8.00am today under the ticker BHRD.L ("Admission"). In addition, the Company's acquisition of digital media and analytics agency, Agenda 21 Digital Holding Limited ("Agenda 21") will become unconditional upon Admission (the "Acquisition").

Highlights

· Established to create a mid-size digitally centric network of marketing service, technology and e-commerce businesses

· Led by Peter Scott, co-founder and former CEO of The Engine Group and former Chairman and CEO of Aegis Group plc

· Acquisition of Agenda 21 to become unconditional on Admission

· £5.5m (before expenses) raised through a Placing by Numis Securities Limited ("Numis") at 3.25p

· Admission to AIM at 8.00am today with cancellation of admission of the Company's shares to the standard segment of the UK Listing Authority's Official List and to trading in the Company's shares on the London Stock Exchange's Main Market for listed securities at the same time

Be Heard's strategy

Following Admission and completion of the Acquisition, Be Heard will seek to build a network of digital companies spanning the marketing services, technology and e-commerce sectors across the UK, the US and Europe. It will seek to consolidate leading specialists in key marketing sectors through targeted acquisitions, and provide access to deeper resources and a strong platform for growth.

The Company intends to acquire best-in-class digital marketing services, technology and e-commerce businesses in key revenue/growth sectors; for example, digital strategy, analytics and insight, media planning and buying, content and creative, CRM, e-commerce and user experience. Mainstream content and media agencies with strong digital capabilities will also be considered.

Each agency will maintain its own brand and proposition while benefiting from the Company's management team's experience of growing businesses and collaborating with other group agencies to enhance capabilities and leverage resources. Agenda 21 represents the first step in building this new network.

Commenting, Peter Scott, proposed Executive Chairman of Be Heard said:

"The seismic shifts brought about by the technology revolution are transforming what we do and how we do it. Globally, internet advertising expenditure is set to overtake broadcast TV within the next few years and with this the marketing and media landscapes are being changed beyond recognition. Be Heard will take advantage of these changes by bringing together outstanding digital assets to create a mid-sized group of connected businesses which can leverage their market positions more effectively as part of our network. Agenda 21 is the first of these and with the support of our shareholders we will use our AIM listing and the funds raised to seek out other leading digital businesses to bring into the group."

For further information, please contact:

Admission Document

The Admission Document relating to the transaction is available here:

http://www.beheardgroup.com/archive/BeHeard-Admission-Document.pdf

Defined terms in the Admission Document apply in this announcement (unless otherwise defined herein).

About Be Heard

The Company's strategic plan is to create a network of digital businesses spanning the marketing services, data and e-commerce sectors through acquiring complementary agencies in the UK, US and Europe. The Directors and the Proposed Directors believe that the current state of the digital advertising and marketing sector presents a significant opportunity to develop a new digitally-centric network.

Digital technology is transforming consumer behaviour, how business is conducted and reshaping the communications, media and marketing industries. Growth in spending on commerce, content and communications is increasingly digital and analysts expect consumer and business expenditure on digital platforms to continue to rise.

This shift to digital products and services presents new opportunities for businesses to sell, market to and communicate with their existing and potential customers. However, many marketing clients lack the specialist skills and resources necessary to exploit the latest digital marketing technologies and seek external expertise to help them develop and execute digital marketing strategies.

Acquiring and developing digital competencies has become and remains the key goal for the major marketing services holding groups as traditional agencies have been slow to adapt. At the same time, there has been a proliferation of digital specialists, many of which lack the scale, access to capital and experience necessary to develop and grow. In recent years, many of the mid-size independent digital groups have been acquired by holding groups.

As a result, the Directors and the Proposed Directors believe that there is a gap in the market and an opportunity to build a new mid-size digitally-centric network, providing more flexibility than holding groups and greater scale than digital specialists can achieve alone.

First acquisition - Agenda 21

The Company's first acquisition is digital media agency Agenda 21 for an initial consideration of c.£3.3m, satisfied 65% in cash and 35% in shares, plus deferred consideration of up to £8.6m payable subject to performance criteria.

Founded in 2005, Agenda 21 is a market-leading digital media and analytics agency. It creates multi-channel campaigns across pay-per-click, natural search, display advertising and other paid media, underpinned by proprietary analytics. It serves clients across a variety of industries, including financial services, utilities, B2B and B2C goods and charities. Agenda 21 has won numerous industry awards, most recently the 2015 RAR Award for Digital Strategy for agencies with 40-99 staff. The business is managed by founders Pete Robins and Rhys Williams, who will remain with the business upon completion of the Acquisition.

Acquisition strategy

The Company is developing a deal pipeline with a second acquisition targeted for the first half of 2016. The Company's investment strategy will be based on acquiring companies in the UK and overseas with an enterprise value typically up to £50 million and is likely to involve further equity fundraising. The Company has been receiving information on other potential target businesses and expects deal flow to accelerate following Admission.

About Peter Scott

On Admission Peter Scott will be appointed to the Board as Executive Chairman and will lead a strong team with experience of growing business.

Peter has had a long and successful career in advertising and marketing services. He co-founded WCRS, which as WCRS Group, was introduced to the USM in 1983. He then led the transformation of WCRS into Aegis, which became the world's largest independent media buying group and was acquired by Dentsu in 2013. After taking a sabbatical from the industry Peter initiated and led the management buyout of WCRS from Havas in 2004 and then transformed the business into Engine Group, an integrated marketing services business that was sold to Lake Capital in 2014. Peter served as Chairman and then CEO of Engine Group for 10 years.

Details of the full Board are available here:

http://www.beheardgroup.com/content/investors/board.aspx