BHRD.L Regulatory News (BHRD)

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

27 August 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

Court sanction of Scheme

On 24 June 2020, it was announced that the board of MSQ Partners Ltd ("Bidco") and the Independent Be Heard Directors had reached agreement on the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued share capital of Be Heard Group plc ("Be Heard" or the "Company") (the "Acquisition") to be implemented by way of a Court-approved scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the "Scheme").

A scheme document sent or otherwise made available to shareholders of Be Heard (the "Scheme Document"), containing further information on the Scheme, was published on 20 July 2020. The Scheme and its implementation were approved on 12 August 2020 at the Court Meeting and the General Meeting.

The Independent Be Heard Directors and Bidco are pleased to announce that the Court has today made an order sanctioning the Scheme by which Bidco's acquisition of Be Heard is being implemented. As a result, 28 August 2020 will be the last day of dealings in, and for registration of transfers of, and disablement in CREST of, Be Heard Shares. The Scheme Record Time will be 6.00 p.m. on 28 August 2020. No transfers of Be Heard Shares will be registered after this time.

It is intended that dealings in Be Heard Shares on AIM will be suspended with effect from 7.30 a.m. on 1 September 2020.

Subject to the Court approving the Scheme and the Scheme Court Order being duly delivered to the Registrar of Companies, it is anticipated that the Scheme will become effective on 1 September 2020.

If the Court sanctions the Scheme, it is intended that the admission to trading of Be Heard Shares on AIM will be cancelled with effect from 7.00 a.m. on 2 September 2020.

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.

The person responsible for arranging the release of this announcement on behalf of the Company is Phil Marsden, the Company Secretary of the Company.

Enquiries:

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.