22 Jul 2020 10:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
FOR IMMEDIATE RELEASE
22 July 2020
Recommended Cash Acquisition
of
Be Heard Group plc
by
MSQ Partners Ltda company ultimately owned and controlled by Ensco 1314 Limited
to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
Scheme Document: correction
On 20 July 2020, it was announced that the scheme document in relation to the Scheme (the "Scheme Document"), together with the associated Forms of Proxy, had been published and posted to Be Heard Shareholders (other than to Be Heard Shareholders in certain Restricted Jurisdictions).
It has come to the attention of Be Heard that the Scheme Document contained the following clerical errors in relation to the expected timetable for the implementation of the Scheme, namely:
· on page 12, the reference to the Long Stop Date being 30 September 2020 should have read 30 October 2020; and
· in paragraph 2(D) of Part III, the reference to 30 September 2020 should have read 3 September 2020.
In addition, the reference to 30 September 2020 in paragraph 1.2 of Resolution 1 as set out in the Notice of General Meeting should have also read 30 October 2020. This resolution will be put to the General Meeting following the meeting's agreement to this amendment.
In all other respects, the Scheme Document remains unchanged.
A detailed timetable of events for the Scheme, with the corrected Long Stop Date, is set out in the appendix to this announcement. These dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme. If the expected dates change, the Company will give notice of the changes in an announcement through a Regulatory Information Service.
Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.
Enquiries:
Be Heard Group plcDavid Morrison (Chairman)Simon Pyper (Chief Executive Officer) | Tel: +44 (0) 203 828 6269 |
Cairn Financial Advisers LLP (financial adviser to Be Heard)James LewisJo Turner | Tel: 44 (0) 207 213 0880 |
Dowgate Capital Limited (corporate broker to Be Heard)James Serjeant | Tel: +44 (0) 203 903 7715 |
Hudson Sandler (PR adviser to Be Heard)Daniel de BelderNick Lyon | Tel: +44 (0) 207 796 4133 |
MSQ Partners LtdDan Yardley | Tel: +44 (0) 203 026 6608 |
Zeus Capital Limited (Financial adviser to Bidco)Richard DarlingtonDan Bate | Tel: +44 (0) 161 831 1512 |
Zeus Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and for no one else in connection with the Acquisition or any matters referred to in this announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement.
Cairn, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Be Heard and for no one else in connection with the Acquisition or any matters referred to in this announcement and will not be responsible to anyone other than Be Heard for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on websites
A copy of this announcement, the Scheme Document and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Be Heard's website www.beheardpartnership.com/investors, by no later than 12.00 p.m. on the Business Day following this announcement and up to and including the Effective Date.
For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.
APPENDIX
Expected timetable of principal events
Event | Time and/or date |
Latest time for receipt of blue Forms of Proxy/CREST Proxy instructions for the Court Meeting | 11.00 a.m. on 10 August 2020(1) |
Latest time for receipt of white Forms of Proxy/CREST Proxy instructions for the General Meeting | 11.15 a.m. on 10 August 2020(1) |
Voting Record Time | 6.00 p.m. on 10 August 2020(2) |
Court Meeting | 11.00 a.m. on 12 August 2020 |
General Meeting | 11.15 a.m. on 12 August 2020(3) |
The following dates are subject to change (please see note (4) below) | |
Scheme Court Hearing to sanction the Scheme and Scheme Court Order Date | 27 August 2020 |
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Be Heard Shares | 28 August 2020 |
Suspension of Be Heard Shares from trading on AIM | 5.00 p.m. on 28 August 2020 |
Scheme Record Time | 6.00 p.m. on 28 August 2020 |
Effective Date | 1 September 2020 |
Cancellation of admission to trading on AIM of Be Heard Shares | By no later than 8.00 a.m. on 2 September 2020 |
Latest date for despatch of cheques and crediting of CREST accounts for the cash consideration due under the Scheme | 15 September 2020 |
Long Stop Date | 30 October 2020 |
Unless otherwise stated, all references to times in this announcement are to London times.
The Court Meeting and the General Meeting will each be held at the offices of Be Heard at 53 Frith Street, London W1D 4SN.
Notes:
1. If the BLUE Form of Proxy for use at the Court Meeting is not returned by 11.00 a.m. on 10 August 2020, it will be invalid. In the case of the General Meeting, unless the WHITE Form of Proxy is returned so as to be received by no later than 11.15 a.m. on 10 August 2020 (or, if the General Meeting is adjourned, not less than 48 hours prior to the time and date set for the adjourned meeting), it will be invalid.
2. If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.00 p.m. on the date two days before the date set for the adjourned meeting.
3. To commence at 11.15 a.m. or, if later, immediately after the conclusion or adjournment of the Court Meeting.
4. These times and dates are indicative only and will depend, amongst other things, on the date upon which:
(a) the Court sanctions the Scheme;
(b) the Scheme Court Order is delivered to the Registrar of Companies; and
(c) the Conditions set out in Part III to this document are satisfied or (if capable of waiver) waived.
If any of the expected dates change, Be Heard will, unless the Panel otherwise consents, give notice of the change by issuing an announcement through a Regulatory Information Service and/or sending a further circular to Be Heard Shareholders.