1 Sep 2020 09:54
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
1 September 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
Scheme Effective
Further to the announcement made by Be Heard Group plc ("Be Heard" or the "Company") on 27 August 2020 that the Court had sanctioned the Scheme, the Independent Be Heard Directors and MSQ Partners Ltd ("Bidco") are pleased to announce that, following the delivery of a copy of the Scheme Court Order to the Registrar of Companies earlier today, the Scheme has now become Effective in accordance with its terms and the entire issued share capital of Be Heard is now owned by Bidco.
Settlement
Scheme Shareholders on the register of members of Be Heard at the Scheme Record Time, being 6.00 p.m. on 28 August 2020, will be entitled to receive 0.5 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled pursuant to the Scheme will be settled by the despatch of cheques or crediting through CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form, respectively) as soon as practicable and in any event within 14 days of this announcement, being 15 September 2020.
Cancellation of admission to trading on AIM
A request has been made to the London Stock Exchange to cancel the admission to trading on AIM of Be Heard Shares with effect from 7.00 a.m. on 2 September 2020.
Directorate Changes
As referenced in the scheme document dated 20 July 2020 (the "Scheme Document"), the resignations of David Morrison, Simon Pyper, David Poutney and David Wilkinson as Non-Executive Chairman, Chief Executive Officer and Non-Executive Directors (respectively) are now effective. The Company further announces that Peter Reid and Dan Yardley have been appointed as directors of Be Heard with immediate effect.
Dealing disclosures
Be Heard is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.
Change of Accounting Reference Date
Be Heard also announces that it has changed its accounting reference date from 31 December to 28 February.
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 Ben Rudman, the Chief Operating Officer of the Company.
Enquiries:
Be Heard Group plcBen Rudman (Chief Operating Officer) | Tel: +44 (0) 203 828 6269 |
Cairn Financial Advisers LLP (Nominated Adviser and financial adviser to Be Heard)James LewisJo Turner | Tel: 44 (0) 207 213 0880 |
Dowgate Capital Limited (corporate broker to Be Heard)James Serjeant | Tel: +44 (0) 203 903 7715 |
Hudson Sandler (PR adviser to Be Heard)Daniel de BelderNick Lyon | Tel: +44 (0) 207 796 4133 |
MSQ Partners LtdDan Yardley | Tel: +44 (0) 203 026 6608 |
Zeus Capital Limited (Financial adviser to Bidco)Richard DarlingtonDan Bate | Tel: +44 (0) 161 831 1512 |
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.
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.