BHRD.L Regulatory News (BHRD)

22 April 2016

Be Heard Group plc

Proposed Acquisition and Placing

Be Heard (the "Company", AIM: BHRD), the digital marketing group, is pleased to announce the placing of new ordinary shares to raise up to £10.0m (the "Placing") with new and existing investors to support the proposed acquisition of design, build and user experience ("UX") agency MMT Limited ("MMT Digital") (the "Acquisition") previously announced on 14 March 2016.

The Placing and Acquisition (together, the "Transaction") are conditional upon shareholder approval, and accordingly the Company has today published and sent to all holders of ordinary shares in Be Heard a combined admission document and circular (the "Admission Document") convening a general meeting (the "General Meeting") of the Company which is to be held at the offices of Macfarlanes LLP, 20 Cursitor Street, London EC4A 1LT at 10.00 am on 9 May 2016.

Following publication of the Admission Document, the Company has requested an immediate lifting of suspension of trading in its shares, which is expected to occur at 7.30 am, today, 22 April 2016.

Highlights

· Firm placing with new and existing investors to raise gross proceeds of £8.0m (the "Firm Placing")

· The placing price has been set at 3.25 pence per ordinary share (the "Placing Price")

· 246,153,846 new shares will be issued pursuant to the Firm Placing, representing 38.0 per cent of the ordinary shares in issue upon Re-admission

· 54,774,425 new shares will be issued to the founders of MMT Digital pursuant to the Acquisition to satisfy 35% of the total initial acquisition consideration of £5.1m, with the balance to be paid in cash. These new shares will be subject to a 12 month lock-in

· Based on the Placing Price, the total market capitalisation of the Company upon Re-admission will be £21.1m

· In addition, the Company has granted an option to Numis under the Placing Agreement (the "Broker Option") in order to enable Numis to deal with additional demand of up to £2.0m under the Placing in the event that requests to participate in the Placing from institutional and certain other investors are received during the period from the date of this announcement to 5.00 p.m. on 4 May 2016. Any shares issued pursuant to the exercise of the Broker Option will be issued on the same terms and conditions as the Firm Placing shares. The maximum number of new shares that may be issued pursuant to the exercise of the Broker Option is 61,538,462. For the avoidance of doubt, the Broker Option is only open to investors invited to participate by Numis and is not open to the public.

· The Directors recommend that all shareholders vote in favour of the Transaction and the associated resolutions, as Directors who hold shares and other shareholders (totaling, in aggregate, 24.7 per cent of the existing share capital) have irrevocably undertaken to do

· Re-admission to trading on AIM of the enlarged group is expected to take place at 8.00am on 10 May 2016, at which point the Acquisition will become unconditional and the Placing will complete

Acquisition benefits for Be Heard

MMT Digital will be Be Heard's second acquisition, following the purchase of Agenda21 in November 2015, adding designing and creating websites, apps and user experiences to Agenda21's media buying, search engine optimisation and analytics capabilities. Bringing MMT Digital into Be Heard beside Agenda21 will create opportunities to exploit the synergies between the two businesses, helping brands build the best digital experiences while maximising reach and engagement among key customer target groups. In the year to March 2015, MMT Digital achieved an underlying profit before taxation of £1.35m (under IFRS).

The Directors of Be Heard see design, build and UX as another key pillar of the business as it delivers on its vision of creating the next generation marketing group to help clients maximise their return on investment from digital marketing.

To achieve this, the Company is seeking to acquire and join together best-in-class companies spanning the core digital marketing disciplines, providing access to management experience and deeper resources to enable them to develop and grow more quickly.

Peter Scott, Executive Chairman of Be Heard said:

"The result of the Placing is an endorsement by shareholders of our strategy to build Be Heard into a next generation marketing group.

"The acquisition of MMT Digital will be our second since November 2015 and alongside Agenda21 their skills and capabilities will become an integral part of our client offering.

"Beyond this we have a strong pipeline of potential investment opportunities as we look to build out the Group's capabilities and capacity across the UK, US and Europe."

Related party transaction

The participation of Peter Scott, Robin Price, Ian Maude, David Wilkinson and Rodger Sargent, each a Director, in the Placing constitutes a related party transaction for the purposes of AIM Rule 13. The Directors (with the exception of the Directors involved in the transaction as a related party), having consulted with the Company's nominated adviser, Numis, consider that the terms of the related party transaction are fair and reasonable in so far as Shareholders are concerned.

Numis is acting as Financial Adviser and NOMAD to the Company and acted as sole book-runner on the Placing.

Publication of the Admission Document

The Admission Document is available for viewing on Be Heard's website at www.beheardgroup.com. Defined terms in the Admission Document apply in this announcement (unless otherwise defined herein).

Enquiries

About Be Heard Group plc

Be Heard Group plc (BHRD.L) is a digital marketing group operating at the intersection of marketing, technology and e-commerce. Our vision is to build an agile interconnected group focused on helping clients maximise their return on investment from digital marketing. To achieve this, we will acquire and connect best-in-class companies spanning the core digital marketing disciplines, providing management experience, access to deeper resources and a strong platform for growth.