NOT FOR PUBLICATION, DISTRIBUTION OR
RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
IRELAND OR THE REPEUBLIC OF SOUTH AFRICA
This announcement does not
constitute or form part of, and should not be construed as, an
offer to sell or issue, or a solicitation of any offer to buy or
subscribe for, any securities, nor should it or any part of it form
the basis of, or be relied on in connection with, any contract or
commitment whatsoever. Investors should not subscribe for or
purchase any shares referred to in this announcement except on the
basis of information in the admission document (the "Admission Document") to be published by
Be Heard Group plc ("Be
Heard" or the "Company" and, together with its
subsidiaries, the "Group"),
in due course in connection with the proposed placing and admission
of the ordinary shares in the capital of the Company to trading on
AIM, a market operated by London Stock Exchange PLC. Copies of the
Admission Document will, following publication, be available during
normal business hours on any day (except Saturdays, Sundays and
public holidays) from the registered office of the
Company.
18 November 2015
BE HEARD GROUP PLC (FORMERLY MITHRIL
CAPITAL PLC)
("Be Heard")
Placing to raise £5.5m upon AIM
Admission
Change of name to Be Heard Group
plc
Directorate changes
Be Heard announces the successful
pricing of its conditional placing of new ordinary shares (the
"Placing") ahead of the admission of its ordinary shares to AIM, a
market operated by the London Stock Exchange PLC ("Admission") and
completion of the proposed acquisition of Agenda 21 Digital Holding
Limited ("Agenda 21") (the "Acquisition").
·
The Placing with institutional investors and
directors by Numis Securities Limited ("Numis") is expected to
raise gross proceeds of £5.5m.
·
The placing price has been set at 3.25 pence per
ordinary share (the "Placing Price").
·
169,230,770 new shares will be issued pursuant to
the Placing, representing 50.8 per cent. of the ordinary shares in
issue upon Admission.
·
35,450,030 new shares will be issued to the
founders of Agenda 21 pursuant to the Acquisition to satisfy
approximately 35% of the total initial acquisition consideration of
£3.3m, with the balance to be paid in cash. These new shares will
be subject to a 12 month lock-in.
·
Based on the Placing Price, the total market
capitalisation of the Company upon Admission will be
£10.8m.
·
The Company has also changed its name from Mithril
Capital plc to Be Heard Group plc.
·
Cancellation of admission of the Company's shares
to the standard segment of the UK Listing Authority's Official List
and to trading in the Company's shares on the London Stock
Exchange's main market for listed securities is expected to take
effect from 8.00am on 23 November 2015.
·
Admission to trading on AIM and the commencement
of dealings are expected to take place at 8.00am on 23 November
2015 under the new Company name of Be Heard Group plc and ticker
BHRD.L, at which point the Acquisition will become
unconditional.
About Be Heard
Following Admission and completion
of the Acquisition, Be Heard will seek to build a network of
digital companies spanning the marketing services, technology and
e-commerce sectors across the UK, the US and Europe. It will seek
to consolidate leading specialists in key marketing sectors through
targeted acquisitions, and provide access to deeper resources and a
strong platform for growth.
The Company intends to acquire
best-in-class digital marketing services, technology and e-commerce
businesses in key revenue/growth sectors; for example, digital
strategy, analytics and insight, media planning and buying, content
and creative, CRM, e-commerce and user experience. Mainstream
content and media agencies with strong digital capabilities will
also be considered.
Each agency will maintain its own
brand and proposition while benefiting from the Company's
management team's experience of growing businesses and
collaborating with other group agencies to enhance capabilities and
leverage resources. Agenda 21 represents the first step in building
this new network.
Directorate Changes
Immediately following Admission,
Peter Scott will be appointed to the Board as Executive Chairman.
He will be joined on the Board by Robin Price as Group Finance
Director and Ian Maude as Group Development Director. The Company
also today announces the appointments of David Wilkinson and Rakhi
Parekh as Non-Executive Directors with immediate effect. Tom
Pridmore and Peter Redmond have stepped down from the Board at the
same time; Tom and Peter were involved in the founding of Mithril
as an investment vehicle and its initial flotation in November
2014, and with the acquisition of Agenda 21, their responsibilities
have been fulfilled.
Consequently, immediately following
Admission and going forward the Board will be comprised as
follows:
Peter Scott (aged 68) - Executive
Chairman
Peter has had a long and successful
career in advertising and marketing services. He co-founded WCRS,
which as WCRS Group, was introduced to the USM in 1983. He then led
the transformation of WCRS into Aegis, which became the world's
largest independent media buying group and was acquired by Dentsu
in 2013. After taking a sabbatical from the industry Peter
initiated and led the management buyout of WCRS from Havas in 2004
and then transformed the business into Engine Group, an integrated
marketing services business that was sold to Lake Capital in 2014.
Peter served as Chairman and then CEO of Engine Group for 10
years.
Robin Price (aged 59) - Group Finance
Director
Robin is a qualified chartered
accountant (FCA) and a fellow of the Institute of Practitioners in
Advertising. His career has been spent in financial and commercial
roles within the advertising and media industry. Robin was a
Co-Founder and Finance Partner of leading UK advertising agency
HHCL and on its acquisition became Legal and Commercial Director at
Chime Communications plc. He has since held roles as Chief
Operating Officer (UK & Ireland) of McCann Erickson (part of
the Interpublic Group) and as Global CFO/Commercial Director
of ?What If! Holdings.
Ian
Maude (aged 50) - Group Development
Director
Prior to joining the Company, Ian
served as Director of Digital Media & Technology at Enders
Analysis, an independent TMT research and consultancy firm. He is a
former Vice-President of Interactive Marketing at AOL Europe, where
he was on the UK management board with responsibility for
commercial revenue. He played a leading role in establishing the
Internet Advertising Bureau in the UK, the industry body which
oversees and promotes online and mobile advertising. Ian holds an
MBA from Warwick Business School.
David Wilkinson (aged 59) - Independent
Non-Executive Director
David is a qualified Chartered
Accountant (FCA). As an audit partner at EY LLP from 1991 to 2015
he held positions as the Head of UK Entrepreneurial Services, UK
IPO Leader and the Bristol office Assurance Partner. Additionally
he was a member of the UK Strategic Implementation Group. David is
Chairman of CH Bailey plc, an AIM listed property, hospitality and
engineering company, a trustee of Volunteering Matters (formerly
CSV) and Forum Chair of the London World Presidents'
Organisation.
Rakhi Parekh (aged 41) - Non-Executive
Director
From 2002 to 2014, Rakhi held
various roles within Amazon becoming Director of UK Media where she
was a member of the UK Executive team with P&L responsibility
for £1.8 billion of media business. Previously she was a consultant
advisor at Zappos.com and has prior experience of several start-ups
and strategy consulting. Rakhi has experience of acquisitions
through her oversight role with The Book Depository in the UK and
is a Non-Executive Director of Rightmove plc and Intu Properties
plc.
Rodger Sargent (aged 44) - Independent
Non-Executive Director
Rodger is a qualified Chartered
Accountant (ACA). Rodger has a track record in raising funding from
institutions and individuals for the development of a number of
publicly quoted businesses. Rodger is a Non-Executive Director of
Audioboom Group plc and non-executive director of Satellite
Solutions Worldwide plc, the UK's largest satellite broadband
company.
Commenting on today's announcement,
Peter Scott, proposed Executive Chairman of Be Heard
said:
"The seismic shifts brought about by
the technology revolution are transforming what we do and how we do
it. Globally, internet advertising expenditure is set to
overtake broadcast TV within the next few years and with this the
marketing and media landscapes are being changed beyond
recognition. Be Heard will take advantage of these
changes by bringing together outstanding digital assets across the
marketing services, tech and e-commerce sectors in the UK, US and
Europe to create a mid-sized group of connected businesses which
can leverage their market positions more effectively as part of our
network. Agenda 21 - an award winning digital media agency led by
Pete Robins and Rhys Williams - is the first of these and with the
support of our shareholders we will use our AIM listing and the
funds raised to seek out other leading digital businesses to bring
into the group."
Numis is acting as Financial Adviser
and NOMAD to the Company and acted as sole book-runner on the
Placing.
Publication of the Admission
Document
The Admission Document relating to
the transaction is expected to be published and available on Be
Heard's website later today (www.beheardgroup.com). Defined terms
in the Admission Document apply in this announcement (unless
otherwise defined herein).
For further information, please
contact:
Be
Heard Group plc (www.beheardgroup.com)
|
|
Peter Scott, proposed Executive
Chairman
|
Tel: 020 3667 8837
|
Robin Price, proposed Finance
Director
|
|
|
|
Numis (Financial Advisor)
Nick Westlake / Kevin
Cruickshank (Nominated Advisor)
David Poutney (Corporate
Broker)
|
Tel: 020 7260 1000
|
Walbrook PR Ltd (Financial
PR)
|
Tel: 020 7933 8787 or
beheard@walbrookpr.com
|
Paul McManus
|
Mob: 07980 541 893
|
Notes to editors
PLACING STATISTICS
Placing price per Placing
Share
|
3.25 pence
|
Number of Placing Shares to be
issued by the Company
|
169,230,770
|
Number of Initial Consideration
Shares to be issued by the Company
|
35,450,030
|
Number of Ordinary Shares in issue
at Admission
|
332,930,800
|
Percentage of Enlarged Share Capital
represented by the Placing Shares
|
50.8%
|
Percentage of Enlarged Share Capital
represented by the Initial Consideration Shares
|
10.6%
|
Estimated gross proceeds of the
Placing receivable by the Company
|
£5.5 million
|
Estimated net proceeds of the
Placing receivable by the Company
|
£4.4 million
|
Market capitalisation, upon
Admission, of the Company at the Placing Price
|
£10.8 million
|
EXPECTED TIMETABLE OF PRINCIPAL
EVENTS
Publication of the Admission
Document
|
18 November 2015
|
Cancellation of admission to the
Standard Segment of the Official List and to trading on the London
Stock Exchange's Main Market
|
8.00am on 23 November
2015
|
Admission and dealings in the
Ordinary Shares to commence on AIM
|
8.00am on 23 November
2015
|
CREST accounts credited (where
applicable)
|
23 November 2015
|
Despatch of definitive share
certificates (where applicable)
|
7 December 2015
|
Important Notice
This announcement does not
constitute or form part of any offer or invitation to sell or
issue, or any solicitation of any offer to purchase or subscribe
for, any ordinary shares or other securities to any person in the
United States or any other jurisdiction, nor shall it (or any part
of it) or the fact of its distribution, form the basis of, or be
relied on in connection with, or act as an inducement to enter into
any contract or commitment whatsoever.
Neither this announcement nor any
copy of it may be taken or transmitted, directly or indirectly,
into the United States, Australia, Canada, Japan, South Africa or
the Republic of Ireland or to any persons in any of those
jurisdictions or any other jurisdictions where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. The distribution of this announcement and other
information in connection with the listing and Placing in certain
jurisdictions may be restricted by law, and persons into whose
possession this announcement, or any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
The Placing Shares have not been,
and will not be, registered under the US Securities Act of 1933
(the "US Securities Act") or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered or sold in the United States, except
pursuant to an applicable exemption from, or a transaction not
subject to, the registration requirements of the US Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States. There will be no
public offer in the United States. The Placing Shares are
being offered and sold only outside the United States in offshore
transactions in reliance on Regulation S under the US Securities
Act.
The securities have not been and
will not be registered under the applicable securities laws of
Australia, Canada, Japan, South Africa, or the Republic of Ireland
and, subject to certain exceptions, may not be offered or sold,
directly or indirectly, in Australia, Canada, Japan, South Africa,
or the Republic of Ireland.
This announcement is only addressed
to, and directed at, persons in member states of the European
Economic Area who are "qualified investors" within the meaning of
Article 2(1)(e) of the Prospectus Directive ("Qualified
Investors"). For the purposes of this provision, the expression
"Prospectus Directive" means Directive 2003/71/EC, as amended, and
includes any relevant implementing measure in each member state of
the European Economic Area which has implemented the Prospectus
Directive. Any investment or investment activity to which this
announcement relates is available only to and will only be engaged
in with such persons.
Any purchase or subscription
of the Placing Shares should be made solely on the basis of the information
contained in the admission document to be published in connection
with Admission and the
Placing. No reliance may or should be
placed by any person for any purpose whatsoever on
the information contained in this announcement or on its
completeness, accuracy or fairness. The information in this
announcement is subject to change and does not purport to be full
or complete. Neither the Company nor Numis undertakes to provide
the recipient of this announcement with any additional information,
or to update this announcement or to correct any inaccuracies, and
the distribution of this announcement shall not be deemed to be any
form of commitment on the part of the Company to proceed with
Admission or any transaction or arrangement referred to herein.
This announcement has not been approved by any competent regulatory
authority.
Numis is authorised and regulated by
the FCA in the United Kingdom and is acting exclusively for the
Company and no one else in connection with Admission, and will not
regard any other person as its client in relation to Admission and
will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for giving
advice in relation to Admission or the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
Apart from the responsibilities and
liabilities, if any, which may be imposed on Numis by the Financial
Services and Markets Act 2000 or the regulatory regime established
thereunder, Numis does not accept any responsibility whatsoever,
and makes no representation or warranty, express or implied, in
relation to the contents of this announcement, including its
accuracy, completeness or for any other statement made or purported
to be made by it or on behalf of it, the Company, the Directors or
any other person, in connection with the Company, its group, the
ordinary shares of the Company, the Placing Shares or the Placing,
and nothing in this announcement shall be relied upon as a promise
or representation in this respect, whether as to the past or the
future. Numis, accordingly, disclaims all and any
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above), which it might otherwise
have in respect of this announcement or any such
statement.