Be Heard Group PLC Result of General Meeting (6595X)

TIDMBHRD

RNS Number : 6595X

Be Heard Group PLC

28 November 2017

Be Heard Group plc

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

Result of General Meeting

28(th) November 2017

Be Heard is pleased to announce that at the General Meeting, held yesterday at 10.00 a.m in connection with the proposed Fundraising, which was announced on 9 November 2017, all resolutions were duly passed.

As previously announced, the Company has raised gross proceeds of GBP6.2 million (before expenses) by the issue of 78,000,000 Placing Shares at a price of 2.8 pence per share to raise GBP2.2 million and the issue of the Convertible Loan Notes to raise GBP4.0 million. The net proceeds of the Fundraising, being approximately GBP5.6 million, will be used primarily to fund the initial cash consideration payable in respect of the acquisition of The Corner, with the balance being used for general working capital purposes.

The Consideration Shares are to be issued at the mean average of the middle-market price at closing of the Ordinary Shares on each day of a 20 dealing day period ending on (and including) the dealing day which falls two dealing days prior to the date on which the Acquisition is completed, which has been determined to be 2.856 pence per Consideration Share. Therefore 90,898,240 New Ordinary Shares will be issued in respect of the GBP2,596,508.25 of initial consideration to be satisfied in shares.

Application has been made to the London Stock Exchange for 168,898,240 New Ordinary Shares to be admitted to trading on AIM. Admission is expected to take place at 8.00 a.m. on 29 November 2017. Following Admission, the Enlarged Share Capital will consist of 981,947,733 Ordinary Shares, with one voting right each. The Company does not hold any shares in treasury.

The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Director participation

Upon Admission, the aggregate holdings of Ordinary Shares and percentage interests of the Directors in the Enlarged Share Capital will be as follows:

 
 Director                  Interest           Resulting 
                        in Ordinary          holding of 
                          Shares on     Ordinary Shares 
                          Admission    as % of Enlarged 
                                          Share Capital 
 Peter Scott             19,856,680               2.02% 
 David Poutney           10,692,857               1.09% 
 David Morrison           2,142,857               0.22% 
 David Wilkinson          1,886,208               0.19% 
 Ian Maude                2,605,989               0.27% 
 Robin Price              2,897,227               0.30% 
 Rakhi Goss-Custard         764,325               0.08% 
 

In addition, the following Directors have subscribed 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 same definitions apply throughout this announcement as are applied in the Circular, published on 10 November 2017, copies of which are available to download on the Company's website, www.beheardgroup.com.

Enquiries:

 
 Be Heard Group plc              [phone] 
 Peter Scott, Executive 
  Chairman 
 Robin Price, Chief Financial 
  Officer & Chief Operating 
  Officer 
 N+1 Singer                      [phone] 
 Mark Taylor / Lauren 
  Kettle 
 Dowgate                         [phone] 
 James Serjeant 
 FTI Consulting (Financial 
  PR)                            [phone] 
 Jamie Ricketts / Niamh 
  Fogarty 
 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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November 28, 2017 02:01 ET (07:01 GMT)