NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT IS AN ANNOUNCEMENT
FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS
(THE " CODE").
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
FOR IMMEDIATE RELEASE.
10 June 2024
Brave
Bison Group plc
("Brave
Bison", together with its subsidiaries "the
Group")
Update on
Possible Offer
for
The Mission Group
plc
No Intention to Make a Firm
Offer
On 13 May 2024 Brave Bison announced
it was considering an offer to acquire The Mission Group plc (the
"Possible Offer" and
"Mission"). On 3 June 2024,
Brave Bison announced that it had submitted a revised proposal with
enhanced terms to Mission (the "Revised Proposal"), which was
subsequently rejected by the Mission Board on 6 June
2024.
The Revised Proposal provided for an
exchange ratio of 13.9 Brave Bison shares for each Mission share.
Based on the undisturbed Brave Bison share price of 2.525 pence per
share on 10 May, the Revised Proposal represented a value for each
Mission share of approximately 35.1 pence, representing a 55 per
cent. premium to the undisturbed share price of 22.7 pence on 10
May 2024. The Revised Proposal also included a partial cash
alternative of up to 50% of the offer value.
As part of the potential
transaction, Brave Bison stated its intention to pay down a portion
of Mission's £26.8 million of net debt to create a sustainable
capital structure for the enlarged company.
The Mission Board, led by the
Chairman, rejected Brave Bison's attempts for constructive dialogue
and chose not to provide access to due diligence information or key
management personnel. Further, the Mission Board has not offered an
extension to the PUSU deadline by which Brave Bison would be
required to make a firm offer for Mission pursuant to Rule 2.7 of
the Code.
The Board of Brave Bison is
disappointed by the lack of engagement from the Mission Board and
does not believe that the Mission Board's strategy to deleverage
the business will deliver value for Mission shareholders in excess
of the Revised Proposal.
Brave Bison is a disciplined
acquirer and is not willing to advance the Possible Offer without
due diligence or access to key management. As such, Brave Bison
confirms that it does not intend to make an offer for Mission under
Rule 2.7 of the Code. This is a statement to which Rule 2.8 of the
Code applies.
For the purposes of Note 2 on Rule
2.8 of the Code, Brave Bison, and any person(s) acting in concert
with it, reserve the right to make or participate in an offer or
possible offer for Mission (and/or take any other action which
would otherwise be restricted under Rule 2.8 of the Code) within
six months of the date of this announcement in the following
circumstances:
a) with the agreement of
the Mission Board;
b) following the
announcement of a firm intention to make an offer for Mission by or
on behalf of a third party;
c) following the
announcement by Mission of a Rule 9 waiver proposal (as described
in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or
a reverse takeover (as defined in the Code); or
d) where the Panel on
Takeovers and Mergers has determined that there has been a material
change of circumstances.
For further information please
contact:
Brave Bison Group
plc
via Hannam & Partners
Oliver Green, Executive
Chairman
Theo Green, Chief Growth
Officer
Philippa Norridge, Chief Financial
Officer
Hannam &
Partners
Tel: +44 (0) 20 7907 8500
Financial Adviser
Andrew Chubb
Ernest Bell
Lucia Sviatkova
Cavendish Capital
Markets
Tel: +44 (0) 20 7220 0500
Nominated Adviser &
Broker
Ben Jeynes
Dan Hodkinson
Powerscourt
Tel: +44 (0) 20 7250 1446
Financial PR
Elly Williamson
Pete Lambie
Ollie Simmonds
Bravebison@powerscourt-group.com
Important information
This announcement does not
constitute a prospectus or prospectus equivalent document.
This announcement is not intended to, and does
not, constitute or form part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant
to this announcement or otherwise. Neither Brave Bison nor Mission
shareholders should make any investment decision in relation to the
Possible Offer except on the basis of certain offer documentation
published by Brave Bison and/or Mission in due course. Any offer,
if made, will be made solely by certain offer documentation which
will contain the full terms and conditions of any offer, including
details of how it may be accepted.
The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of Brave Bison who are not resident in the
United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom or shareholders
of Brave Bison who are not resident in the
United Kingdom will need to inform themselves about, and observe,
any applicable requirements.
Disclaimer
H&P Advisory Ltd ("Hannam & Partners"), which is
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Brave Bison
and no-one else in connection with the possible
offer and will not be responsible to anyone other than Brave
Bison for providing the protections afforded to
clients of Hannam & Partners nor for providing advice in
relation to the acquisition or any other matters referred to in
this announcement.
Cavendish Capital Markets Limited
("Cavendish"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for Brave Bison and no one else and will not be
responsible to anyone other than Brave Bison for providing the
protections offered to clients of Cavendish or for providing advice
in connection with any matter referred to in this Announcement.
Neither Cavendish nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Cavendish in connection with this
Announcement, any statement contained herein, the Acquisition or
otherwise. No representation or warranty, express or implied, is
made by Cavendish as to the contents of this
Announcement.
Forward-looking
statements
This announcement and certain oral
statements made regarding the Possible Offer and other information
published by Brave Bison containing statements about Brave Bison,
Mission and/or the combined group are or may be deemed to be
forward-looking statements. All statements other than statements of
historical facts included in this announcement, may be
forward-looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "hopes",
"continues", "would", "could", "should", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
Brave Bison, Mission or the combined group's operations and
potential cost and operating synergies resulting from the Possible
Offer. These forward-looking statements are not based on historical
fact and are not guarantees of future performance. By their nature,
such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied
in any forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely. These factors include,
but are not limited to, changes in political and economic
conditions, changes in levels of capital investment, success of
business and operating initiatives, the impact of any acquisitions
or similar transactions, changes in tenants' strategies and
stability, changes in the regulatory environment and fluctuations
of rates, and changes in tax rates. Except as expressly provided in
this announcement, they have not been reviewed by the auditors of
Brave Bison or Mission. Neither Brave Bison, nor any of its
respective members, associates or directors, officers, employees or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. Neither Brave Bison, nor any of its respective members,
associates or directors, officers, employees or advisers assumes
any obligation to update or correct the information contained in
this announcement except as required by applicable law. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this announcement. Brave Bison disclaims any obligation
to correct or update any forward-looking or other statements
contained in this announcement, except as required by applicable
law or by the rules of any competent regulatory authority, whether
as a result of new information, future events or
otherwise.
No
profit forecasts or estimates
Except as otherwise set out herein,
nothing in this announcement (including any statement of estimated
synergies) is intended as a profit forecast or estimate for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share or dividend per share
for Brave Bison or Mission, as appropriate, for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per share or dividend per
share for Brave Bison or Mission, as appropriate.
Sources & Bases of Information
1. The indicative offer
value per share of 35.10 pence has been calculated with reference
to the Brave Bison closing price of 2.525p as at 10 May 2024, being
the last trading day prior to the possible offer announcements
released by Brave Bison and Mission on 12 and 13 May 2024
respectively.
2. The premium has been
calculated by reference to a price of 22.7 pence per Mission share,
being the closing price on 10 May 2024 (being the last trading day
prior to the date of the Possible Offer announcement).
3. 30 April 2024 Mission
net debt calculated as net bank debt of £22.2 million, acquisition
obligations of £4.1 million and HMRC Time to Pay agreement of £0.5,
as announced by Mission on 13 May 2024.