Be Heard Group PLC Results of Placing (1497W)

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              [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 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)