Revision to MMT Limited earn out arrangements

25 August 2017

Be Heard Group plc

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

Revision to MMT Limited earn out arrangements

Be Heard (AIM: BHRD), the digital marketing services group, announces changes to the earn-out arrangements (the "Earn-Out") in regard to MMT Limited ("MMT"); the user experience, design and build agency, originally acquired by the Company in May 2016 (the "Acquisition").

The terms of the Earn-Out have been changed from a performance basis to fixed annual payments of £3.233m for each of the years 2017, 2018 and 2019, subject to MMT's revenue in each of the respective years being greater than that of 2015, with such amounts remaining payable as to 65% in cash, 35% in shares. Be Heard has the option to substitute loan notes repayable after 12 months in place of any share consideration. All other material terms of the original Acquisition agreement remain unchanged.

Any shares due to be issued will be priced at the higher of 3.55 pence and the average of the middle market closing prices in the 12-month period prior to the relevant payment date.

Consideration paid to date totals £7.8m, comprising initial consideration of £5.1m paid upon original completion of the Acquisition and an additional payment of £2.7m. The effect of the amendment of the Earn-Out is to bring the total deal cap down from a maximum potential consideration of £20.5m to a fixed consideration of £17.5m.

In the year to 31 December 2016, MMT generated profit before taxation of £700k.

The adjustment to the Earn-Out constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The directors consider having consulted with N+1 Singer, as the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Peter Scott, Executive Chairman of Be Heard, commented:

"We see this as a very positive move that benefits both our shareholders and our partners at MMT."

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Notes to Editors:

About Be Heard Group plc

Be Heard Group plc (AIM:BHRD) is a digital marketing services 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 acquire and connect best-in-class partner companies spanning key digital disciplines, providing management experience, access to deeper resources and a strong platform for growth.

Our four partners today are:

Agenda 21 Digital Holding Limited ('agenda21'), a digital media and analytics agency, which became a partner on admission in November 2015 www.agenda21digital.com

MMT Limited ('MMT Digital'), a user experience ("UX"), design and build agency, which became a partner in May 2016 www.mmtdigital.co.uk

Kameleon Worldwide Limited ('Kameleon'), a content marketing agency, which became a partner in December 2016 www.kameleon.co.uk

Freemavens Limited ('Freemavens'), a data-driven analytics and insight consultancy, which became a partner in February 2017 www.freemavens.com

www.beheardgroup.com

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