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Share Name Share Symbol Market Type Share ISIN Share Description
Be Heard Group Plc LSE:BHRD London Ordinary Share GB00BT6SJV45 ORD GBP0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 0.475 0.00 01:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Nonequity Investment Instruments 55.8 -7.9 -1.0 - 6

Be Heard Group PLC Clarification re: Scheme Document

22/07/2020 10:00am

UK Regulatory (RNS & others)


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TIDMBHRD

RNS Number : 7581T

Be Heard Group PLC

22 July 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

FOR IMMEDIATE RELEASE

22 July 2020

Recommended Cash Acquisition

of

Be Heard Group plc

by

MSQ Partners Ltd

a company ultimately owned and controlled by Ensco 1314 Limited

to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006

Scheme Document: correction

On 20 July 2020, it was announced that the scheme document in relation to the Scheme (the "Scheme Document"), together with the associated Forms of Proxy, had been published and posted to Be Heard Shareholders (other than to Be Heard Shareholders in certain Restricted Jurisdictions).

It has come to the attention of Be Heard that the Scheme Document contained the following clerical errors in relation to the expected timetable for the implementation of the Scheme, namely:

-- on page 12, the reference to the Long Stop Date being 30 September 2020 should have read 30 October 2020; and

-- in paragraph 2(D) of Part III, the reference to 30 September 2020 should have read 3 September 2020.

In addition, the reference to 30 September 2020 in paragraph 1.2 of Resolution 1 as set out in the Notice of General Meeting should have also read 30 October 2020. This resolution will be put to the General Meeting following the meeting's agreement to this amendment.

In all other respects, the Scheme Document remains unchanged.

A detailed timetable of events for the Scheme, with the corrected Long Stop Date, is set out in the appendix to this announcement. These dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme. If the expected dates change, the Company will give notice of the changes in an announcement through a Regulatory Information Service.

Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.

Enquiries:

 
 Be Heard Group plc                          Tel: +44 (0) 203 828 6269 
 
  David Morrison (Chairman) 
  Simon Pyper (Chief Executive Officer) 
 Cairn Financial Advisers LLP (financial     Tel: 44 (0) 207 213 0880 
  adviser to Be Heard) 
 
  James Lewis 
  Jo Turner 
 Dowgate Capital Limited (corporate broker   Tel: +44 (0) 203 903 7715 
  to Be Heard) 
 
  James Serjeant 
 Hudson Sandler (PR adviser to Be Heard)     Tel: +44 (0) 207 796 4133 
 
  Daniel de Belder 
  Nick Lyon 
 MSQ Partners Ltd                            Tel: +44 (0) 203 026 6608 
 
  Dan Yardley 
 Zeus Capital Limited (Financial adviser     Tel: +44 (0) 161 831 1512 
  to Bidco) 
 
  Richard Darlington 
  Dan Bate 
 

Zeus Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and for no one else in connection with the Acquisition or any matters referred to in this announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement.

Cairn, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Be Heard and for no one else in connection with the Acquisition or any matters referred to in this announcement and will not be responsible to anyone other than Be Heard for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on websites

A copy of this announcement, the Scheme Document and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Be Heard's website www.beheardpartnership.com/investors, by no later than 12.00 p.m. on the Business Day following this announcement and up to and including the Effective Date.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement .

APPIX

Expected timetable of principal events

 
 Event                                                     Time and/or date 
 Latest time for receipt of blue            11.00 a.m. on 10 August 2020(1) 
  Forms of Proxy/CREST Proxy instructions 
  for the Court Meeting 
 Latest time for receipt of white           11.15 a.m. on 10 August 2020(1) 
  Forms of Proxy/CREST Proxy instructions 
  for the General Meeting 
 Voting Record Time                          6.00 p.m. on 10 August 2020(2) 
 Court Meeting                                 11.00 a.m. on 12 August 2020 
 General Meeting                            11.15 a.m. on 12 August 2020(3) 
 The following dates are subject to change (please see note (4) 
  below) 
 Scheme Court Hearing to sanction                            27 August 2020 
  the Scheme and Scheme Court Order 
  Date 
 Last day of dealings in, and for                            28 August 2020 
  registration of transfers of, 
  and disablement in CREST of, Be 
  Heard Shares 
 Suspension of Be Heard Shares                  5.00 p.m. on 28 August 2020 
  from trading on AIM 
 Scheme Record Time                             6.00 p.m. on 28 August 2020 
 Effective Date                                            1 September 2020 
 Cancellation of admission to trading         By no later than 8.00 a.m. on 
  on AIM of Be Heard Shares                                2 September 2020 
 Latest date for despatch of cheques                      15 September 2020 
  and crediting of CREST accounts 
  for the cash consideration due 
  under the Scheme 
 Long Stop Date                                             30 October 2020 
 

Unless otherwise stated, all references to times in this announcement are to London times.

The Court Meeting and the General Meeting will each be held at the offices of Be Heard at 53 Frith Street, London W1D 4SN.

Notes:

1. If the BLUE Form of Proxy for use at the Court Meeting is not returned by 11.00 a.m. on 10 August 2020, it will be invalid. In the case of the General Meeting, unless the WHITE Form of Proxy is returned so as to be received by no later than 11.15 a.m. on 10 August 2020 (or, if the General Meeting is adjourned, not less than 48 hours prior to the time and date set for the adjourned meeting), it will be invalid.

2. If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.00 p.m. on the date two days before the date set for the adjourned meeting.

3. To commence at 11.15 a.m. or, if later, immediately after the conclusion or adjournment of the Court Meeting.

4. These times and dates are indicative only and will depend, amongst other things, on the date upon which:

   (a)            the Court sanctions the Scheme; 
   (b)            the Scheme Court Order is delivered to the Registrar of Companies; and 

(c) the Conditions set out in Part III to this document are satisfied or (if capable of waiver) waived.

If any of the expected dates change, Be Heard will, unless the Panel otherwise consents, give notice of the change by issuing an announcement through a Regulatory Information Service and/or sending a further circular to Be Heard Shareholders.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

MSCUUOWRROUBURR

(END) Dow Jones Newswires

July 22, 2020 05:00 ET (09:00 GMT)

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