TIDMBHRD
RNS Number : 1497W
Be Heard Group PLC
10 November 2017
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
GBP2.2 million (before expenses), and GBP4.0 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 Number Interest Resulting
in Ordinary of Ordinary in Ordinary holding of
Shares Shares Shares Ordinary
to be on Admission Shares as
acquired % 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
GBP
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 GBP2.6 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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November 10, 2017 03:02 ET (08:02 GMT)
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