BHRD.L Regulatory News (BHRD)

04 June 2019

FINAL

BE HEARD GROUP PLC

("Be Heard", the "Group" or the "Company")

New Client Wins and Issue of Shares Relating to Earn Out Arrangements

Be Heard (AIM: BHRD), announces a major new client win and separately provides details of shares to be issued under existing earn out arrangements.

NEW CLIENT WINS:

The Group is delighted to announce that Carlsberg UK has appointed Be Heard to a newly-created role of Digital Agency to work across all the brands in the Carlsberg portfolio. Additionally, the Group is pleased to announce that it has won a number of new business engagements which include NHS England, Avon and Batiste.

Simon Pyper CEO of Be Heard commented:

"The new business wins reflect in part, the growing relevance of Be Heard's proposition and moreover, the talent, commitment and quality of our people. We are as a Group determined to deliver outstanding solutions for our clients, solutions which support them in achieving their commercial objectives both today and in the future.

Whilst the new business wins announced today do not lead us to alter our expectations for the current year's results, they do however provide momentum into 2020. As stated at our AGM (held on the 15th of May 2019), the Board remains confident of achieving a satisfactory result for 2019, one which is comfortably in line with expectations."

SHARE ISSUE RELATING TO EARN OUR ARRANGEMENTS:

The Group, under the terms of its various earnout arrangements, is required to satisfy a portion of the remaining liabilities by the issue of new ordinary shares. Consequently, and in accordance with the terms of the earnout arrangements, Be Heard the Group will issue up to 206,048,214 new ordinary shares in the capital of the Company (the "Consideration Shares") at an average price of 2.52 pence per share, representing up to 16.5% of the enlarged share capital in issue following admission. The consideration shares will be issued in the following proportions:

Agenda21 29,415,123

MMT 63,755,878

Kameleon 52,500,000

The Corner 60,377,211

TOTAL 206,048,214

The consideration shares which are subject to collar and cap arrangements (or in the case of Kameleon a pre-determined price) were due to be issued in tranches over the next 24 to 36 months. However, as earnout payments (either in cash or shares) are no longer contingent based, the Group has decided to satisfy the share payments ahead of schedule and in doing so remove the uncertainty around both the timing and quantum of shares to be issued (under the earnout out arrangements).

A further announcement confirming the final number of Consideration Shares, together with the resultant enlarged share capital, will be made in due course. Application will be made to the London Stock Exchange for the admission of the Consideration Shares to trading on AIM. Admission of the Consideration Shares is expected to take place on 5 July 2019 ("Admission").

Following the issue of the Consideration Shares, there will be no further share payments due under the earnout arrangements, leaving a final total cash liability of £9.4 million payable over the next 3 to 5 years.

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