Placing to raise ?5.5m upon AIM Admission ...

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RNS Number : 0734G

Be Heard Group PLC

18 November 2015

 

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND OR THE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: [phone]
Robin Price, proposed Finance Director
Numis (Financial Advisor) Nick Westlake / Kevin Cruickshank (Nominated Advisor) David Poutney (Corporate Broker)	Tel: [phone]
Walbrook PR Ltd (Financial PR)	Tel: [phone] or [e-mail]
Paul McManus	Mob: [phone]

 

 

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.

 

 

 

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