10 Nov 2017 08:02
NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, THE REPUBLIC OF IRELAND, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.
Be Heard Group plc
("Be Heard", the "Company" or the "Group")
Results of Placing
Be Heard is pleased to announce the result of the placing announced yesterday at 4.35 p.m. A total of 78,000,000 Placing Shares have been conditionally placed at a price of 2.8 pence per Placing Share (the "Placing Price") raising gross proceeds of £2.2 million (before expenses), and £4.0 million through the proposed issue of the Convertible Loan Notes. The Placing Shares will represent approximately 9.6 per cent. of the Company's existing ordinary share capital.
The Placing is conditional upon, amongst other things, the passing of Resolution 1 at the general meeting of the Company and the admission of the Placing Shares to trading on AIM. A circular is expected to be posted later today (the "Circular") notifying shareholders of a general meeting for the purpose of considering the relevant resolutions to be held at the offices of Lewis Silkin LLP at 5 Chancery Lane, London EC4A 1BL at 10.00 a.m. on 27 November 2017.
Peter Scott, Executive Chairman of Be Heard commented
"I am delighted to announce this placing, which supports the proposed acquisition of The Corner, an
award-winning, integrated creative agency working with leading brands.
"Be Heard's fifth acquisition is an important step forward. We are building a digital marketing services
group for the connected world - to help brands and marketers meet today's challenges across the
customer journey."
Director participation
The participation of Directors of Be Heard who have taken up Placing Shares at the Placing Price is as follows:
Director | Interest in Ordinary Shares | Number of Ordinary Shares to be acquired | Interest in Ordinary Shares on Admission | Resulting holding of Ordinary Shares as % of enlarged issued share capital* |
Peter Scott | 17,178,109 | 2,678,571 | 19,856,680 | 2.02 |
David Poutney | 6,800,000 | 3,892,857 | 10,692,857 | 1.09 |
David Morrison | - | 2,142,857 | 2,142,857 | 0.22 |
David Wilkinson | 1,350,494 | 535,714 | 1,886,208 | 0.19 |
Ian Maude | 2,427,418 | 178,571 | 2,605,989 | 0.26 |
Robin Price | 2,540,085 | 357,142 | 2,897,227 | 0.29 |
Rakhi Goss-Custard | 585,754 | 178,571 | 764,325 | 0.08 |
* - For illustrative purposes, number of Consideration Shares calculated on the basis of a per-share price of 2.8pence
In addition the following Directors have indicated that they will subscribe for the Convertible Loan Note as follows:
Director | Amount of Convertible Loan Note £ |
Peter Scott | 50,000 |
David Poutney | 200,000 |
David Morrison | 50,000 |
The Company's nominated adviser, N+1 Singer, considers that the terms of the participation by the Directors outlined above in the Placing and the Convertible Loan Note is fair and reasonable insofar as the Company's shareholders are concerned.
Substantial shareholder participation
Gresham House Strategic plc has subscribed for 19,642,850 Placing Shares and for £2.6 million of the proposed Convertible Loan Note. Gresham House Strategic plc is a related party of the Company for the purposes of the AIM Rules by virtue of their status as a substantial shareholder of the Company. Following the issue of the Placing Shares and the Consideration Shares they are expected be interested in approximately 10.73 per cent. of the enlarged issued share capital of the Company (subject to final confirmation of the number of Consideration Shares to be issued).
The Directors consider, having consulted with the Company's nominated adviser, N+1 Singer, that the terms of the participation by Gresham House Strategic plc in the Placing and the Convertible Loan Note is fair and reasonable insofar as the Company's shareholders are concerned.
Share capital following the placing and subscription
Application will be made for the Placing Shares and Consideration Shares to be admitted to trading on AIM. The Placing, Acquisition and issue of Convertible Loan Notes are inter-conditional. It is expected that Admission and settlement of the Placing Shares will occur at 8.00 a.m. on 29 November 2017.
Publication of circular
The Company will publish a circular containing a notice of general meeting ("Circular") to be held at the offices of Lewis Silkin LLP at 5 Chancery Lane, London EC4A 1BL at 10.00 a.m. on 27 November 2017 which will be posted to Shareholders today; 10 November 2017. The Circular will be available to download from the Company's website www.beheardgroup.com later today.
Save as otherwise defined, capitalised items used in this announcement have the meanings given to them in the announcement released by the Company yesterday at 4.35 p.m.
N+1 Singer Advisory LLP ("N+1 Singer") and Dowgate Capital Stockbrokers Limited ("Dowgate") have acted as joint bookrunners (together the "Joint Bookrunners") in respect of the Placing. N+1 Singer is acting as nominated adviser to the Company.
Enquiries:
Be Heard Group plc | +44 20 3828 6269 |
Peter Scott, Executive Chairman | |
Robin Price, Chief Financial Officer & Chief Operating Officer
| |
N+1 Singer | +44 20 7496 3000 |
Mark Taylor / Lauren Kettle
| |
Dowgate | +44 20 3903 7715 |
James Serjeant
| |
FTI Consulting (Financial PR) | +44 20 3727 1000 |
Jamie Ricketts / Niamh Fogarty | |
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES, CANADA, THE REPUBLIC OF IRELAND, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE OR FORM PART OF AN OFFER TO ISSUE OR SELL, OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR, NEW ORDINARY SHARES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.