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

12 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

Results of Court Meeting and General Meeting

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").

The Independent Be Heard Directors are pleased to announce that, at the Court Meeting and the General Meeting (together, the "Meetings") convened in relation to the Scheme and held earlier today, all resolutions proposed, details of which are set out in the notices of the Meetings contained in Parts X and XI of the scheme document dated 20 July 2020 (the "Scheme Document"), were duly passed by the requisite majorities and accordingly the Scheme was approved.

The total number of Be Heard Shares in issue at close of business on 10 August 2020, being the Voting Record Time, was 1,246,826,584.

Voting results of the Court Meeting

A majority in number of the Scheme Shareholders who voted (either in person or by proxy), representing not less than 75 per cent. in value of the Scheme Shares held by Scheme Shareholders approved the Scheme at the Court Meeting.

The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time:

* Totals in person and by proxy

As at the Voting Record Time, being close of business on 10 August 2020, the total number of Scheme Shares in issue, held by the Scheme Shareholders and eligible to vote on the Scheme was 988,525,251.

Voting results of the General Meeting

The table below sets out the results of the polls taken at the General Meeting.

The Special Resolution

Be Heard Shareholders voted at the General Meeting to pass the special resolution in connection with amending the Company's articles of association, re-registering the company as a private company and authorising the directors of Be Heard to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect.

Each Be Heard Shareholder, present in person or by proxy, was entitled to one vote per Be Heard Share held at the Scheme Voting Record Time.

A vote withheld is not a vote in law and does not count in the total of votes cast.

Any proxy appointments which gave discretion to the chairman of the meeting have been included in the 'For' total.

The issued share capital of Be Heard was 1,246,826,584 ordinary shares of one penny each. The issued share capital of Be Heard eligible to vote was 988,525,251 ordinary shares of one penny each.

The Rollover Managers Resolution

Be Heard Rollover Independent Shareholders voted at the General Meeting to pass the ordinary resolution in connection with approving the Rollover Manager Arrangements.

Each Be Heard Rollover Independent Shareholder, present in person or by proxy, was entitled to one vote per Be Heard Share held at the Scheme Voting Record Time.

A vote withheld is not a vote in law and does not count in the total of votes cast.

Any proxy appointments which gave discretion to the chairman of the meeting have been included in the 'For' total.

The issued share capital of Be Heard eligible to vote was 988,525,251 ordinary shares of one penny each.

The Earn Out Resolution

Be Heard Earn Out Independent Shareholders voted at the General Meeting to pass the ordinary resolution in connection with approving the Earn Out Arrangements.

Each Be Heard Earn Out Independent Shareholder, present in person or by proxy, was entitled to one vote per Be Heard Share held at the Scheme Voting Record Time.

A vote withheld is not a vote in law and does not count in the total of votes cast.

Any proxy appointments which gave discretion to the chairman of the meeting have been included in the 'For' total.

The issued share capital of Be Heard eligible to vote was 1,123,427,702 ordinary shares of one penny each.

The Corner Resolution

Be Heard Corner Independent Shareholders voted at the General Meeting to pass the ordinary resolution in connection with approving the Corner Disposal and the Corner Documents.

Each Be Heard Corner Independent Shareholder, present in person or by proxy, was entitled to one vote per Be Heard Share held at the Scheme Voting Record Time.

A vote withheld is not a vote in law and does not count in the total of votes cast.

Any proxy appointments which gave discretion to the chairman of the meeting have been included in the 'For' total.

The issued share capital of Be Heard eligible to vote was 1,106,053,495 ordinary shares of one penny each.

Update on irrevocable undertakings

The Scheme Document stated that MSQ had received irrevocable undertakings from certain Be Heard Shareholders to vote (or to procure the vote) in favour of the Scheme, including those received from Simon Pyper, David Poutney and Stephen Dover in respect of, in aggregate, 26,371,766 Be Heard Shares (the "Irrevocable Undertakings"), representing approximately 2.12 per cent. of Be Heard's issued ordinary share capital. 

In accordance with Rule 2.10(c) of the Code, Be Heard announces that Simon Pyper, David Poutney and Stephen Dover had not voted (or procured the vote) in favour of the Scheme in accordance with the terms of their respective Irrevocable Undertakings. In relation to David Poutney, this failure to procure the vote only relates to 500,000 Be Heard Shares which are held within a nominee account (and not the remaining 12,692,857 Be Heard Shares which were voted). In relation to Stephen Dover, this failure to procure the vote only relates to the Court Meeting; all of Stephen Dover's Be Heard Shares were procured to vote at the General Meeting (other than in relation to the Earn Out Resolution in respect of which, by virtue of Stephen Dover being an Earn Out Participant, he was unable to vote). As a result, 13,678,909 Scheme Shares in respect of which the Irrevocable Undertakings applied, representing, approximately, 1.10 per cent. of the Company's issued ordinary share capital, were not voted at the Court Meeting.

However, each of Simon Pyper, David Poutney and Stephen Dover has confirmed to both Be Heard and Bidco that this failure to vote in favour was not as a result of a change in voting intention, rather it was purely a clerical error issue that meant that their respective Be Heard Shares were unable to be voted within the appropriate timeframe.

Other than the reduction by these 13,678,909 Be Heard Shares (in relation to the Court Meeting), and 4,638,456 Be Heard Shares (in relation to the General Meeting), the total number of Be Heard Shares which pursuant to separate irrevocable undertakings voted in favour of the Scheme was 527,854,382 Be Heard Shares, representing, in aggregate, approximately, 42.34 per cent. of the entire issued share capital of Be Heard (and representing approximately 53.40 per cent. of the Be Heard Shares eligible to vote at the Court Meeting).

The percentages of Be Heard Shares referred to in this announcement are based upon a figure of 1,246,826,584 Be Heard Shares as the denominator, being equal to the number of Be Heard Shares in issue as at the close of business on 17 July 2020 (being the latest practicable date prior to the publication of the Scheme Document).

Effective Date and Timetable

The outcome of the Court Meeting and General Meeting means that Conditions 2(A) to 2(E) (inclusive) (as set out in Section A of Part III of the Scheme Document) have been satisfied.

Completion of the Acquisition remains subject to the satisfaction or, if appropriate, waiver of the other Conditions set out in the Scheme Document, including, amongst other things, the sanction of the Scheme by the Court. The Court Hearing is expected to take place on 27 August 2020. It should be noted that the last day of dealings in, and for registration of transfers of, and disablement in CREST of, Be Heard Shares will be on the business day following the Scheme Hearing (which is expected to be 28 August 2020).

Subject to the Court approving the Scheme and the Court Order being duly delivered to the Registrar of Companies, it is anticipated that the Scheme will become effective on 1 September 2020. Accordingly, it is intended that dealings in Be Heard Shares will be suspended at 7.30 a.m. 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.