REG - Bonhill Group PLC - Proposed Disposal, Tender Offer and Cancellation

BonhillAnnouncement

07/06/2023 17:30

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RNS Number : 0072C  Bonhill Group PLC  07 June 2023

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REGULATION 2014/596/EU (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018), AS AMENDED.

7 June 2023

Bonhill Group plc

("Bonhill", the "Company" or the "Group")

Proposed Disposal of the Business and Assets of InvestmentNews LLC,
Tender Offer of up to 48,013,696 Ordinary Shares at
10 pence per Ordinary Share
and
Cancellation of Admission of Ordinary Shares to trading on AIM
 

Bonhill (AIM: BONH), announces that, further to its announcement on 24 May
2023, it is later today posting a circular to its shareholders ("Circular")
regarding: -

·    the conditional disposal of the business and assets of InvestmentNews
LLC (the "Disposal");

·    as soon as practicable following Completion and, subject to certain
approvals at the General Meeting, a return of substantially all of its
available cash, amounting to approximately £4.8 million, equating to 4.0
pence per Ordinary Share (or 10.0 pence per Ordinary Share in the Tender
Offer), to Shareholders by way of a tender offer (the "Tender Offer");

·    the cancellation of the admission of its Ordinary Shares to trading
on AIM following the close of the Tender Offer (the "Cancellation"); and

·    its re-registration as a private limited company following the
Cancellation.

Each of the Disposal and the Tender Offer is conditional on Shareholders'
approval. The proposed Tender Offer will only take place if the Disposal is
approved by Shareholders and then subsequently completes which is expected to
occur on or around 23 June 2023 following a general meeting to be held at
10.00 a.m. on the same day (the "General Meeting"), following which the Tender
Offer will be launched.  Subject to Completion and completion of the Tender
Offer, the Directors have concluded that it would be in the best interests of
the Company and its Shareholders as a whole to proceed with the Cancellation.

Accordingly, the Company is seeking Shareholders' approval at the General
Meeting for each of the Disposal, the proposed Tender Offer, Cancellation and
Re-registration (together the "Proposals").

Further details of the Proposals in the form of extracts from the Circular are
set out below. A copy of the Circular will be published shortly on the
Company's website at www.bonhillplc.com (http://www.bonhillplc.com) .
Capitalised terms used but not defined in this announcement will have the same
meaning given to them in the Circular.

 

 

 

Tender Offer

 

Subject to approval of the Disposal and Resolution 2 at the General Meeting,
each Eligible Shareholder shall be entitled to tender 40.25 per cent. of the
Ordinary Shares held by them at the Record Date, rounded down to the nearest
whole number of Ordinary Shares at a price of 10 pence per Ordinary Share (the
"Entitlement"). If either of the Disposal and Resolution 2 are not approved at
the General Meeting, the Tender Offer will not proceed and any Tender Forms
which have been submitted will not be valid.

 

The Tender Price of 10 pence per Ordinary Share represents a premium of 66.67
per cent. to the closing price of 6.0 pence per Ordinary Share on the Latest
Practicable Date.

 

The Tender Offer shall be made available to all Eligible Shareholders who are
on the Register at the Record Date. The Tender Offer shall be effected by
Shore Capital Stockbrokers (acting as principal and not as agent, nominee or
trustee) purchasing Ordinary Shares from Eligible Shareholders. It is proposed
that Shore Capital Stockbrokers in turn, shall have the right to require the
Company to purchase from it, and can be required by the Company to sell to it,
such Ordinary Shares at the Tender Price pursuant to the terms of the proposed
Repurchase Agreement, details of which will be set out in the Circular. All
Ordinary Shares purchased by the Company from Shore Capital Stockbrokers
pursuant to the Repurchase Agreement will be cancelled.

The Company requires authority from Shareholders to purchase any such Ordinary
Shares and this is being sought at the General Meeting to be held at the
offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD at
10.00 a.m. on 23 June 2023.

The Independent Directors are making no recommendation to Shareholders in
relation to their participation in the Tender Offer. Whether or not Eligible
Shareholders decide to tender all or any of their Ordinary Shares will depend
on, among other things, their view of Bonhill's prospects, (including the
Cancellation) further details of which are set out below, and their own
individual circumstances, including their tax position. Eligible Shareholders
should make their own decision and are recommended to consult a duly
authorised independent financial adviser. However, Shareholders should note
that certain Directors, being Laurie Benson and Jonathan Glasspool intend to
tender, in aggregate, 639,934 Ordinary Shares representing approximately 0.54
per cent. of the Company's issued share capital. John French, Executive
Director and the Chief Executive Officer of InvestmentNews, will resign as a
Director and step down from the Board upon completion of the Disposal as he is
joining Key Media and, therefore he has not participated in the Board's
consideration of, or recommendation to proceed with, the Proposals. In
addition, Richard Staveley, a Non-Executive Director, will step down from the
Board following the passing of the Resolutions.

 

Cancellation of Admission of Ordinary Shares to trading on AIM

 

Following the Cancellation and Re-registration becoming effective, the Board
intends to delist the Company from AIM and subsequently place the Company into
a members' voluntary liquidation, further details on which will be set out in
the Circular. In accordance with Rule 41 of the AIM Rules for Companies, the
Company has notified the London Stock Exchange of the date of Cancellation.
Cancellation is also conditional on Shareholders' approval and a further
resolution of the Board.

Accordingly, the Company is seeking Shareholders' approval at the General
Meeting for the Cancellation and the re-registration. If the Cancellation
Resolution is passed at the General Meeting, it is expected that the last day
of dealings in the Ordinary Shares on AIM will be 28 July 2023 and that
Cancellation will become effective at 7.00 a.m. on 31 July 2023. Shareholders
should note that no dealing or matched bargain facilities will be made
available following the Cancellation. Shareholders who are in any doubt as to
how to trade their Ordinary Shares following Cancellation becoming effective
should contact their stockbroker or other independent financial adviser
authorised under FSMA.

Pursuant to Rule 41 of the AIM Rules for Companies, the Cancellation
Resolution is conditional upon the approval of Shareholders holding not less
than 75 per cent. of the votes cast by Shareholders (whether present in person
or by proxy) at the General Meeting.

 

 

 

For further enquiries please contact:

 

 Bonhill Group plc
 Jonathan Glasspool, Non-executive Chairman                        +44 (0)207 638 6378

 Sarah Thompson, Chief Financial Officer                           +44 (0)7714 660 943

 Shore Capital (Financial Adviser, Nominated Adviser and Broker)
 Tom Griffiths/David Coaten /Tom Knibbs                            +44 (0)20 7408 4050

 

 

APPENDIX I - EXTRACTS FROM THE CIRCULAR

LETTER FROM THE CHAIRMAN

 

Introduction

On 24 May 2023, the Company announced that it had exchanged contracts with KM
Business Information US, Inc. ("KM Business Information"), a Key Media
company, regarding the conditional disposal of the business and assets of
InvestmentNews LLC ("InvestmentNews") for a total cash consideration of $4.1
million (£3.3 million) (the "Disposal"). Due to its size, under the AIM Rules
for Companies, the Disposal is conditional on Shareholders' approval.

As soon as practicable following completion of the Disposal and subject to
approval of Resolution 2 at the General Meeting, the Company intends to return
substantially all of its available cash, amounting to approximately £4.8
million, equating to 4.0 pence per Ordinary Share (or 10.0 pence per Ordinary
Share in the Tender Offer), to Shareholders by way of a tender offer. As
previously announced, the Board has concluded that a tender offer is the best
and most efficient way to return a significant amount of capital to
Shareholders in a short space of time, taking account of the relative costs,
complexity and timeframes of the various possible methods, as well as the
likely tax treatment for Shareholders (the "Tender Offer"). The Tender Offer
is conditional on Shareholders' approval and will only take place if the
Disposal completes which is expected to occur on or around 23 June 2023,
following which the Tender Offer will be launched. Shareholders should note
that if the Disposal does not complete for any reason and Resolution 2 is not
approved at the General Meeting, the Tender Offer will not proceed. In such
circumstances, the Company will make an appropriate announcement.

Subject to the completion of each of the Disposal and the Tender Offer, the
Directors have concluded that it would be in the best interests of the Company
and its Shareholders as a whole to cancel admission of the Ordinary Shares to
trading on AIM and for the Company to be re-registered as a private limited
company. Following the Cancellation and Re-registration becoming effective,
the Board intends to place the Company into a members' voluntary liquidation
process, further details on which are set out in paragraph 9 below.

Shareholders should be aware that if the Cancellation Resolution is approved
at the General Meeting, it is expected that the last day of dealings in the
Ordinary Shares on AIM will be 28 July 2023 and that Cancellation will become
effective on 31 July 2023. Shareholders should note that no dealing or matched
bargain facilities will be made available following the Cancellation.
Shareholders who are in any doubt as to how to trade their Ordinary Shares
following Cancellation becoming effective should contact their stockbroker or
other independent financial adviser authorised under FSMA.

In accordance with Rule 41 of the AIM Rules for Companies, the Company has
notified the London Stock Exchange of the date of Cancellation. Cancellation
is also conditional on Shareholders' approval and a further resolution of the
Board. Accordingly, the Company is seeking Shareholders' approval at the
General Meeting for the Disposal, the proposed Tender Offer, Cancellation and
Re-registration (together the "Proposals"). If the Cancellation Resolution is
passed at the General Meeting, it is expected that the last day of dealings in
the Ordinary Shares on AIM will be 28 July 2023 and that Cancellation will
become effective at 7.00 a.m. on 31 July 2023.

Pursuant to Rule 41 of the AIM Rules for Companies, the Cancellation
Resolution is conditional upon the approval of Shareholders holding not less
than 75 per cent. of the votes cast by Shareholders (whether present in person
or by proxy) at the General Meeting.

The purpose of this Circular is to provide you with the background to and
reasons for the Proposals and to explain why the Independent Directors
consider that they are in the best interests of the Company and its
Shareholders as a whole and why they recommend that Shareholders should vote
in favour of the Resolutions to be proposed at the General Meeting as they
intend to do in respect of their own beneficial shareholdings, which amount,
in aggregate, to 639,934 Ordinary Shares, representing approximately 0.54 per
cent. of the Company's issued share capital. A notice convening the General
Meeting to be held at the offices of Charles Russell Speechlys LLP, 5 Fleet
Place, London EC4M 7RD at 10.00 a.m. on 23 June 2023 is set out at the end of
the Circular.

John French, Executive Director and the Chief Executive Officer of
InvestmentNews, will resign as a Director and step down from the Board upon
completion of the Disposal as he is joining Key Media and, therefore he has
not participated in the Board's consideration of, or recommendation to proceed
with, the Proposals.

Directors' intentions regarding the Tender Offer

Laurie Benson and Jonathan Glasspool, who hold, in aggregate, 639,934 Ordinary
Shares, representing approximately 0.54 per cent. of the Company's issued
share capital, intend to tender, in aggregate, 257,573 Ordinary Shares,
representing approximately 0.54 per cent. of the number of Ordinary Shares
available for tender in the Tender Offer, and representing their maximum
entitlement under the Tender Offer. The Independent Directors are making no
recommendation to Shareholders in relation to their participation in the
Tender Offer. Whether or not Eligible Shareholders decide to tender all or any
of their Ordinary Shares will depend on, among other matters, their view of
Bonhill's prospects (including the Cancellation), further details of which are
set out below, and their own individual circumstances, including their tax
position. Eligible Shareholders should make their own decision and are
recommended to consult a duly authorised independent financial adviser.
Shareholders should be aware that if the Cancellation Resolution is approved
at the General Meeting, it is expected that the last day of dealings in the
Ordinary Shares on AIM will be 28 July 2023 and that Cancellation will become
effective on 31 July 2023. Shareholders should note that no dealing or matched
bargain facilities will be made available following the Cancellation.
Shareholders who are in any doubt as to how to trade their Ordinary Shares
following Cancellation becoming effective should contact their stockbroker or
other independent financial adviser authorised under FSMA.

1.     Background to and reasons for the Proposals

Proposed disposal of InvestmentNews

On 10 February 2023, the Company announced that it had exchanged contracts for
the conditional sale of its UK and Asia Businesses to MA Financial Media for
total cash consideration of £6.5 million, subject to shareholder approval.
The Company also announced that as soon as practicable following completion of
the disposals of both the UK and Asia Businesses and InvestmentNews, it
intended to return substantially all of its cash to Shareholders by way of a
tender offer. Following Shareholders' approval being obtained at the Company's
general meeting on 27 February 2023, completion of the disposal of the UK and
Asia Businesses took place on 28 February 2023. Following receipt of the
proceeds from the sale, the Company repaid in full the secured loan facility
granted by Rockwood Strategic plc, including interest, amounting in total to
£1.05 million.

On 10 March 2023, the Company announced that the non-binding offer of $6.5
million in cash for the business and assets of InvestmentNews, which had been
received from a US media buyer and announced on 10 February 2023 had been
lowered materially and the exclusivity period granted to that potential buyer
had therefore ended. The Company also announced that, subject to the
completion of satisfactory due diligence, it had received a non-binding offer
from another US media buyer (being KM Business Information) for the business
and assets of InvestmentNews of $4.1 million in cash.

On 24 May 2023, it was announced that the Company had entered into the Asset
Purchase Agreement with KM Business Information for the conditional disposal
of the business and assets of InvestmentNews for a total cash consideration of
$4.1 million and that the obligations under InvestmentNews' lease on its
offices at 685 3rd Avenue, New York to January 2028, with a value of
approximately $1.9 million, would not be included in the Disposal, which was
expected to be assigned to another media company, with effect from the end of
June 2023. A further announcement will be made by the Company in due course.

Further details of the Disposal are set out below.

Capital reduction

On 26 April 2023, the Company announced that the Capital Reduction to increase
the Company's distributable reserves, in order to effect the proposed return
of capital to Shareholders via the Tender Offer, had been sanctioned by the
Court. The Capital Reduction became effective upon the registration of the
court order with the Registrar of Companies, which occurred on 11 May 2023.

The Tender Offer

The Board considers the proposed Tender Offer to be beneficial to Shareholders
for the following principal reasons:

·         it has tax advantages for Eligible Shareholders;

·         it is available to all Eligible Shareholders regardless of
the size of their holding;

·         it allows all Eligible Shareholders to receive the same
price per Ordinary Share (at a premium of 66.67 per cent. to the closing price
per Ordinary Share on the Latest Practicable Date) irrespective of the size of
their shareholding and with no dealing costs.

Further return of cash

In the event that the Tender Offer is not taken up in full and to the extent
that there is any remaining cash above the Company's on-going requirements,
this may be returned to Shareholders by the liquidators following the
conclusion of the members' voluntary winding up procedure. However, the Board
understands that the return of any further cash to Shareholders following the
appointment of liquidators may take considerable time following the
Cancellation becoming effective, and the level of cash (if any) cannot be
guaranteed, and therefore Shareholders are strongly encouraged to participate
in the Tender Offer. It should be noted that if the Disposal does not occur
for any reason and Resolution 2 is not approved at the General Meeting, the
Tender Offer will not proceed. In such circumstances, the Company will make an
appropriate announcement.

Cancellation

Following completion of the Disposal, having considered the options and while
the prospect of becoming an AIM Rule 15 cash shell is potentially attractive,
the Board has resolved, in the current climate, to return substantially all of
its available cash (amounting to approximately £4.8 million, equating to 4.0
pence per Ordinary Share, following receipt of the consideration from the
Disposal which is expected to be received on or around 23 June 2023) to
Shareholders in the short term, and to seek Cancellation and Re-registration
which it believes are in the best interests of the Company and Shareholders as
a whole.

Shareholders should note that no dealing or matched bargain facilities will be
made available following the Cancellation.

Re-registration

As set out above, following Cancellation becoming effective, the Directors
believe that the requirements and associated costs of the Company maintaining
its public company status will be difficult to justify and that the Company
will benefit from the more flexible requirements and lower costs associated
with being a private limited company, which will make it easier and quicker to
effect the members' voluntary liquidation. It is  therefore proposed to
re-register the Company as a private limited company. In view of the proposed
members' voluntary liquidation of the Company, it is not proposed to adopt new
articles appropriate for a private limited company following the Cancellation
and Re-registration. The principal effects of the Re-registration on the
rights and obligations of Shareholders and the Company are summarised in Part
V of the Circular.

An application will be made to the Registrar of Companies for the Company to
be re-registered as a private limited company. Re-registration will take
effect when the Registrar of Companies issues a certificate of incorporation
on Re-registration, which is expected to be during August.

2.     Details of the Disposal

InvestmentNews is to be disposed of by way of the acquisition of certain
tangible and intangible assets by KM Business Information. In the year ended
31 December 2022, InvestmentNews generated audited turnover of approximately
£7.2 million and made an operating loss of approximately £2.2 million. At
the same date, it had audited net liabilities of approximately £11.8 million.

The obligations under InvestmentNews' lease on its offices at 685 3rd Avenue,
New York to January 2028, with a value of approximately $1.9 million, are not
included in the Disposal and is expected to be assigned to another media
company, with effect from the end of June 2023. A further announcement will be
made by the Company in due course.

The Disposal will represent a fundamental change of business for the Company
pursuant to Rule 15 of the AIM Rules for Companies and is therefore subject to
Shareholders' approval which is to be obtained at the General Meeting. A
notice convening the General Meeting to be held at the offices of Charles
Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD at 10.00 a.m. on 23 June
2023 is set out at the end of the Circular. Completion of the Disposal and
receipt of the consideration are expected to take place shortly following the
General Meeting.

KM Business Information is a Key Media company. Key Media is one of the
leading niche publishing companies in the world, with over 300 employees
across eight countries, including Australia, New Zealand, Philippines, USA,
UK, Korea, Antigua and Canada. It delivers world-class content via multiple
platforms - online to a combined audience of over 2.4 million unique visitors
per month, through the pages of over 100 magazines it publishes per year, and
face-to-face at its 90+ annual events enjoyed by thousands of key industry
players. Key Media prides itself on an entrepreneurialism, innovativeness,
agility and perceptiveness that allows it to react to the needs of its niche
audiences quickly and precisely.

3.     Summary of the Asset Purchase Agreement

On 24 May 2023, the Company entered into the Asset Purchase Agreement,
pursuant to which it has conditionally agreed to dispose of the business and
assets of InvestmentNews to KM Business Information for a total cash
consideration of $4.1 million (£3.3 million). The obligations under
InvestmentNews' lease on its offices at 685 3rd Avenue, New York to January
2028, with a value of approximately $1.9 million, are not included in the
Disposal. As noted above, it is expected that the lease will be assigned to a
third party at the end of June 2023.

Completion of the Asset Purchase Agreement, which is conditional on the
passing of Resolution 1 as set out in the Notice, is expected to take place
shortly following conclusion of the General Meeting.

Pursuant to the Asset Purchase Agreement, the business and assets of
InvestmentNews, save for InvestmentNews' lease on its offices, are to be sold
to KM Business Information. Under the terms of the Asset Purchase Agreement,
the purchase price payable by KM Business Information is $4.1 million (£3.3
million) all of which is payable on Completion which is subject to Shareholder
approval.

In the period between the date of the Asset Purchase Agreement and Completion,
Bonhill has agreed to procure that InvestmentNews will carry on business in
the ordinary course. The Company and InvestmentNews have provided certain
warranties and a limited number of indemnities to KM Business Information in
respect of certain agreed matters. The Company and InvestmentNews have agreed
to certain non-compete restrictions in respect of the business and assets
being disposed of. However, it is not envisaged that the Company or
InvestmentNews will carry on any trade following the Disposal.

 

4.     The Tender Offer

Earlier today, the Company announced that it proposed to return approximately
£4.8 million, equating to 4.0 pence per Ordinary Share (or 10.0 pence per
Ordinary Share in the Tender Offer), by way of a conditional tender offer
pursuant to which Eligible Shareholders are invited to tender some or all of
their Ordinary Shares up to their Entitlement. Subject to approval of the
Disposal and Resolution 2 at the General Meeting, each Eligible Shareholder
shall be entitled to tender 40.25 per cent. of the Ordinary Shares held by
them at the Record Date, rounded down to the nearest whole number of Ordinary
Shares at a price of 10 pence per Ordinary Share (the "Entitlement"). If the
Disposal and Resolution 2 are not approved at the General Meeting, the Tender
Offer will not proceed and any Tender Forms which have been submitted will not
be valid.

The Tender Price of 10 pence per Ordinary Share represents a premium of 66.67
per cent. to the closing price of 6.0 pence per Ordinary Share on the Latest
Practicable Date.

A table showing the closing price for the Ordinary Shares on the first
Business Day of each of the six months before the date of the Circular and on
the Latest Practicable Date is set out in paragraph 3 of Part VII of the
Circular.

Eligible Shareholders are not required to tender any or all of their Ordinary
Shares (up to their Entitlement) if they do not wish to do so, but are
strongly encouraged to review their potential participation in light of the
Cancellation and the matters set out in the paragraph entitled "Further return
of cash" above.

The Tender Offer shall be made available to all Eligible Shareholders who are
on the Register at the Record Date.

Subject to approval of the Disposal and Resolution 2 at the General Meeting,
the Tender Offer shall be effected by Shore Capital Stockbrokers (acting as
principal and not as agent, nominee or trustee) purchasing Ordinary Shares
from Eligible Shareholders. It is proposed that Shore Capital Stockbrokers in
turn, shall have the right to require the Company to purchase from it, and can
be required by the Company to sell to it, such Ordinary Shares at the Tender
Price pursuant to the terms of the proposed Repurchase Agreement, details of
which are set out in paragraph 2 of Part VII of the Circular. All Ordinary
Shares purchased by the Company from Shore Capital Stockbrokers pursuant to
the Repurchase Agreement will be cancelled.

The Company requires authority from Shareholders to purchase any such Ordinary
Shares and this is being sought at the General Meeting to be held at the
offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD at
10.00 a.m. on 23 June 2023.

The Independent Directors are making no recommendation to Shareholders in
relation to their participation in the Tender Offer. Whether or not Eligible
Shareholders decide to tender all or any of their Ordinary Shares will depend
on, among other things, their view of Bonhill's prospects, (including the
Cancellation) further details of which are set out below, and their own
individual circumstances, including their tax position. Eligible Shareholders
should make their own decision and are recommended to consult a duly
authorised independent financial adviser. However, Shareholders should note
that certain Directors, being Laurie Benson and Jonathan Glasspool intend to
tender in aggregate 639,934 Ordinary Shares representing approximately 0.54
per cent. of the Company's issued share capital. Shareholders should be aware
that if the Cancellation Resolution is approved at the General Meeting, it is
expected that the last day of dealings in the Ordinary Shares on AIM will be
28 July 2023 and that Cancellation will become effective on 31 July 2023.
Shareholders should note that no dealing or matched bargain facilities will be
made available following the Cancellation. Shareholders who are in any doubt
as to how to trade their Ordinary Shares following Cancellation becoming
effective should contact their stockbroker or other independent financial
adviser authorised under FSMA.

Subject to approval of the Disposal and Resolution 2 at the General Meeting,
the Tender Offer shall be made on behalf of the Company by Shore Capital
Stockbrokers to all Shareholders who are on the Register at the Record Date,
save that for legal and regulatory reasons, the Company is unable to make the
opportunity to participate in the Tender Offer available to Shareholders who
are resident in the Restricted Territories. Full details of the proposed
Tender Offer, including the terms and conditions on which it is being made,
are set out in Part II of the Circular and, in relation to Eligible
Shareholders holding Ordinary Shares in certificated form, on the Tender Form.

There is no guarantee that any Ordinary Shares will be acquired pursuant to
the Tender Offer. The Tender Offer is conditional, inter alia, on the passing
of Resolution 2 set out in the Notice at the end of the Circular and the
satisfaction of the other Conditions set out in paragraph 2 of Part II of the
Circular, including Completion of the Disposal. The approval of Resolution 2
requires not less than 75 per cent. of those voting at the General Meeting in
person or by proxy to vote in favour of the resolution. It is possible that
Shareholders may not approve the Tender Offer.

The proposed Tender Offer shall involve the following steps:

·         The Tender Offer shall be made to Eligible Shareholders by
Shore Capital Stockbrokers for the purchase of up to 48,013,696 Ordinary
Shares. Under the Tender Offer and following approval of the requisite
resolutions at the General Meeting, each Shareholder shall be entitled to have
up to 40.25 per cent. of his or her shareholding purchased by Shore Capital
Stockbrokers at the Tender Price (10 pence per Ordinary Share).

·         Eligible Shareholders will be able to decide to tender none,
some, or all of their Ordinary Shares up to their Entitlement within the
overall limits of the Tender Offer.

·         Tenders will only be accepted in relation to a Shareholder's
Entitlement and there is no ability for Shareholders to tender more than their
Entitlement.

·         All Ordinary Shares validly tendered by any Shareholder up to
their Entitlement will be accepted in full.

·         The Tender Form to be completed by Shareholders who hold their
Ordinary Shares in certificated form contains a box to enable those
Shareholders to specify the total number of Ordinary Shares that they wish to
tender (Box 1b).

·         Shareholders who hold their Ordinary Shares in uncertificated
form (i.e. in CREST) and who wish to tender their Entitlement should send a
TTE instruction through CREST to the member account set out in paragraph 3.3.1
of Part II of the Circular. The Receiving Agent will calculate your
Entitlement on the Record Date and return any excess Ordinary Shares. If you
wish to tender a different number of Ordinary Shares to your Entitlement, you
should send a TTE Instruction through CREST to the same member account
specifying such number of Ordinary Shares that you wish to tender.

·         All successfully tendered Ordinary Shares purchased by Shore
Capital Stockbrokers will be repurchased from Shore Capital Stockbrokers by
the Company and will be cancelled.

·         While any rights of Shareholders who choose not to tender their
Ordinary Shares will be unaffected, the significant reduction in the Company's
issued share capital may result in a consequential reduction in the liquidity
of the Ordinary Shares in the secondary market while still admitted to trading
on AIM. Shareholders should be aware that if the Cancellation Resolution is
approved at the General Meeting, it is expected that the last day of dealings
in the Ordinary Shares on AIM will be 28 July 2023 and that Cancellation will
become effective on 31 July 2023. Shareholders should note that no dealing or
matched bargain facilities will be made available following the Cancellation.
Shareholders who are in any doubt as to how to trade their Ordinary Shares
following Cancellation becoming effective should contact their stockbroker or
other independent financial adviser authorised under FSMA.

In the event that Disposal is not approved at the General Meeting, or the
Disposal does not complete for any reason, or Resolution 2 is not passed, the
Tender Offer will not be launched. In such circumstances, any Tender Forms
submitted will not be valid. The Company will make an appropriate
announcement.

Shareholders' attention is drawn to the Conditions set out in Part II of the
Circular and to the Questions and Answers on the Tender Offer set out in Part
III of the Circular.

Tender Offer results announcement and Unconditional Date

As set out in the "Expected Timetable of Principal Events" on page 4 of this
Circular, it is expected that the results of the proposed Tender Offer will be
announced on 19 July 2023, at which time the Tender Offer is expected to
become unconditional subject to the Conditions set out in paragraph 2 of Part
II ("Terms and Conditions of the Tender Offer") of this Circular having been
satisfied. Until such time as the Tender Offer becomes unconditional, the
Tender Offer will be subject to the Conditions described in paragraph 2 of
Part II ("Terms and Conditions of the Tender Offer") of this Circular.
Settlement is then expected to take place as set out in the Expected
Timetable of Principal Events" on page 4 of this Circular and as provided for
in Part II ("Terms and Conditions of the Tender Offer") of this Circular.

Taxation

A guide to certain UK tax consequences of the proposed Tender Offer for
Shareholders under current UK law and HM Revenue & Customs practice is set
out in Part IV of the Circular.

Shareholders who are in any doubt as to their tax position or who are subject
to tax in a jurisdiction other than the UK should consult an appropriate
professional adviser.

Overseas Shareholders

Shareholders with registered or mailing addresses outside the UK, or who are
citizens or nationals of, or resident in, a jurisdiction other than the UK,
should read paragraph 9 of Part II of the Circular and the relevant provisions
of the Tender Form. It is the responsibility of all Overseas Shareholders to
satisfy themselves as to the observance of any legal requirements in their
jurisdiction, including, without limitation, any relevant requirements in
relation to the ability of such holders to complete and return a Tender Form.

Proposed Repurchase Agreement

Under the terms of the proposed Repurchase Agreement, the Company shall grant
a put option to Shore Capital Stockbrokers which, on exercise by Shore Capital
Stockbrokers, obliges the Company to purchase from Shore Capital Stockbrokers,
at the Tender Price, the Ordinary Shares purchased by Shore Capital
Stockbrokers pursuant to the Tender Offer. In addition, under the terms of the
proposed Repurchase Agreement, Shore Capital Stockbrokers shall grant the
Company a call option which, on exercise by the Company, shall oblige Shore
Capital Stockbrokers to sell to the Company, at the Tender Price, the Ordinary
Shares proposed to be purchased by Shore Capital Stockbrokers pursuant to the
Tender Offer. Under the terms of the proposed Repurchase Agreement and
pursuant to the Tender Offer generally, Shore Capital Stockbrokers will act as
principal and not as agent, nominee, or trustee. Further details of the
proposed Repurchase Agreement are set out in paragraph 2 of Part VII of the
Circular.

Directors' intentions regarding the Tender Offer

As set out above, Laurie Benson and Jonathan Glasspool, who hold, in
aggregate, 639,934 Ordinary Shares, representing approximately 0.54 per cent.
of the Company's issued share capital, intend to tender, in aggregate, 257,573
Ordinary Shares, representing approximately 0.54 per cent. of the number of
Ordinary Shares available for tender in the Tender Offer.

5. Cancellation

Background to and reasons for the Cancellation and Re-registration

As previously announced, due to being AIM quoted, the Company is burdened with
a fixed set of annual overheads currently amounting to approximately £0.4
million. Subject to Completion, having considered the options and while the
prospect of becoming an AIM Rule 15 cash shell is potentially attractive, the
Independent Directors have resolved, in the current climate, that a return of
substantially all of the Company's available cash (amounting to approximately
£4.8 million) equating to 4.0 pence per Ordinary Share (or 10.0 pence per
Ordinary Share in the Tender Offer), to Shareholders and to seek the
Cancellation and Re-registration is in the best interests of the Company and
Shareholders as a whole.

Process for, and principal effects of, the Cancellation

The Directors are aware that certain Shareholders may be unable or unwilling
to hold Ordinary Shares in the event that the Cancellation is approved and
becomes effective. Such Shareholders should consider selling their interests
in the market prior to the Cancellation becoming effective or alternatively
should consider participating in the Tender Offer in full and then dispose of
any remaining interests in the market prior to the Cancellation becoming
effective.

Under the AIM Rules for Companies, the Company is required to give at least 20
clear Business Days' notice of Cancellation. If the Cancellation Resolution is
passed at the General Meeting, it is proposed that the last day of trading in
Ordinary Shares on AIM will be 28 July 2023 and that the Cancellation will
take effect at 7.00 a.m. on 31 July 2023. Shareholders should note that no
dealing or matched bargain facilities will be made available following the
Cancellation. Shareholders who are in any doubt as to how to trade their
Ordinary Shares following Cancellation becoming effective should contact their
stockbroker or other independent financial adviser authorised under FSMA.

The principal effects of the Cancellation will include the following:

·         there will be no formal market mechanism enabling the
Shareholders to trade in Ordinary Shares;

·         the liquidity and marketability of the Ordinary Shares will
therefore be reduced and their value adversely affected;

·         the Ordinary Shares may be more difficult to sell compared to
shares of companies traded on AIM (or any other recognised market or trading
exchange);

·         in the absence of a formal market and quote, it may be
difficult for Shareholders to determine a market value for their investment in
the Company at any given time;

·         the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no longer apply. In
particular, Shareholders will no longer be afforded the protections given by
the AIM Rules for Companies, such as the requirement to be notified of certain
events and to publicly disclose any changes in major shareholdings in the
Company. In addition, the requirement that the Company seek shareholder
approval for certain corporate actions, where applicable, including
substantial transactions, reverse takeovers, related party transactions and
fundamental changes in the Company's business, including certain acquisitions
and disposals, will no longer apply;

·         the levels of disclosure and corporate governance within the
Company may not be as stringent as for a company quoted on AIM;

·         the Company will no longer be subject to UK MAR regulating
inside information and other matters;

·         Shore Capital will cease to be nominated adviser to the
Company;

·         whilst the Company's CREST facility will remain in place
immediately following the Cancellation becoming effective, the Company's CREST
facility may be cancelled in the future and, although the Ordinary Shares will
remain transferable, they may cease to be transferable through CREST (in which
case, Shareholders who hold Ordinary Shares in CREST will receive share
certificates);

·         stamp duty will be due on transfers of Ordinary Shares and
agreements to transfer shares unless a relevant exemption or relief applies to
a particular transfer; and

·         the Cancellation and Re-registration may have personal taxation
consequences for Shareholders.

Shareholders who are in any doubt about their tax position should consult
their own professional independent tax adviser.

The above considerations are not exhaustive, and Shareholders should seek
their own independent advice when assessing the likely impact of Cancellation
on them.

For the avoidance of doubt, the Company will remain registered with the
Registrar of Companies in England and Wales in accordance with, and subject
to, the Companies Act, notwithstanding the Cancellation and Re-registration
becoming effective.

As set out above, John French, Executive Director and Chief Executive Officer
of InvestmentNews, will resign as a Director and leave the Board with effect
from Completion. In addition, Richard Staveley, a Non-Executive Director, will
step down from the Board following the passing of the Resolutions becoming
effective. The composition of the Board is expected to remain otherwise
unchanged.

6. Re-registration

As set out above, following Cancellation becoming effective, the Directors
believe that the requirements and associated costs of the Company maintaining
its public company status will be difficult to justify following Completion
and, given the proposed winding up of the Company, further details of which
are set out in paragraph 9 below, that the Company will benefit from the more
flexible requirements and lower costassociated with private limited company
status. It is therefore proposed to re-register the Company as a private
limited company.

An application will be made to the Registrar of Companies for the Company to
be re-registered as a private limited company. Re-registration will take
effect when the Registrar of Companies issues a certificate of incorporation
on Re-registration.

7.     Takeover Code

Application of the Takeover Code to the Tender Offer

As a public company which has its registered office and central place of
management and control in the United Kingdom and is quoted on AIM, the Company
is subject to the Takeover Code. Under Rule 9 of the Takeover Code, any person
who acquires an interest (as such term is defined in the Takeover Code) in
shares which, taken together with the shares in which they and persons acting
in concert (as defined by the Takeover Code) with them are interested, carry
30 per cent. or more of the voting rights in a company which is subject to the
Takeover Code is normally required to make a general offer to all of the
remaining shareholders to acquire their shares.

Similarly, when any person, who together with persons acting in concert with
them, is interested in shares which in aggregate carry not less than 30 per
cent. of the voting rights of a company subject to the Takeover Code, but does
not hold shares carrying more than 50 per cent. of the voting rights of such a
company, acquires an interest in any shares which increases the percentage of
shares carrying voting rights in which they are interested, that person
together with the persons acting in concert with them, is normally required to
extend an offer in cash at a price not less than the highest price paid by
them, for shares in the company within the preceding 12 months, to the holders
of any class of equity share capital whether voting or non-voting and also to
the holders of any class of transferable securities carrying voting rights.
Rule 9 of the Takeover Code further provides that where any person, together
with persons acting in concert with him/her, holds over 50 per cent. of the
voting rights of a company to which the Takeover Code applies and acquires
additional shares which carry voting rights, then that person will not
generally be required to make a general offer to the other shareholders to
acquire the balance of the shares not held by that person or his/her concert
parties.

Under Rule 37.1 of the Takeover Code, when a company purchases its own voting
shares, any resulting increase in the percentage of shares carrying voting
rights in which a person or group of persons acting in concert is interested
will be treated as an acquisition for the purpose of Rule 9.

However, Note 1 of Rule 37.1 states that a person who comes to exceed the
limits in Rule 9.1 as a consequence of a company's redemption or purchase of
its own shares will not normally incur an obligation to make a mandatory offer
unless that person is a director, or the relationship of the person with any
one or more of the directors is such that the person is, or is presumed to be
acting in concert with any of the directors. A person who has appointed a
representative to the board of the company, and investment managers of
investment trusts, will be treated for these purposes as a director.

The Tender Offer has been structured such that no Shareholder should,
following completion of the Tender Offer (presuming that is taken up in full,
hold 30 per cent. or more of the voting rights in the Company, irrespective of
their holding of voting rights prior to the completion of the Tender Offer.

It is proposed that Shore Capital Stockbrokers will purchase, as principal
(not as agent, nominee or trustee) shares under the Tender Offer which could
result in Shore Capital Stockbrokers acquiring an interest in Ordinary Shares
carrying 30 per cent. or more of the voting rights of the Company. Promptly
following such purchase, under the terms of the proposed Repurchase Agreement,
Shore Capital Stockbrokers will sell all the Ordinary Shares purchased by
Shore Capital Stockbrokers pursuant to the Tender Offer to the Company and the
Company will buy and cancel the Ordinary Shares which it has purchased.

Accordingly, a waiver has been obtained from the Panel on Takeovers and
Mergers in respect of the application of Rule 9 to the purchase by Shore
Capital Stockbrokers of the voting shares under the Tender Offer.

Application of the Takeover Code to the Company

Notwithstanding the Cancellation and Re-registration, the Company will
continue to be subject to the Takeover Code for a period of 10 years following
the Cancellation becoming effective. However, the Takeover Code may cease to
apply earlier if the Company ceases to have its place of central management
and control in the UK, Channel Islands or Isle of Man.

A summary of the Takeover Code is set out in Part VI of the Circular.

8.      Process for Cancellation

Under the AIM Rules for Companies, it is a requirement that the Cancellation
must be approved by Shareholders holding not less than 75 per cent. of votes
cast by Shareholders at the General Meeting. Accordingly, the Notice of
General Meeting set out at the end of the Circular contains a special
resolution to approve the Cancellation.

Furthermore, Rule 41 of the AIM Rules for Companies requires any AIM company
that wishes the London Stock Exchange to cancel the admission of its shares to
trading on AIM to notify shareholders and to separately inform the London
Stock Exchange of its preferred cancellation date at least 20 Business Days
prior to such date. In accordance with AIM Rule 41, the Directors have
notified the London Stock Exchange of the Company's intention, subject to the
Cancellation Resolution being passed at the General Meeting, to cancel the
Company's admission of the Ordinary Shares to trading on AIM on 31 July 2023.

Accordingly, if the Cancellation Resolution is passed, it is expected that the
last day of dealings on AIM in the Ordinary Shares will be 28 July 2023 and
that Cancellation will become effective at 7.00 a.m. on 31 July 2023. If the
Cancellation becomes effective, Shore Capital will cease to be nominated
adviser of the Company and the Company will no longer be required to comply
with the AIM Rules for Companies. Shareholders should note that no dealing or
matched bargain facilities will be made available following the Cancellation.
Shareholders who are in any doubt as to how to trade their Ordinary Shares
following Cancellation becoming effective should contact their stockbroker or
other independent financial adviser authorised under FSMA.

9.      Members' Voluntary Liquidation

When it is deemed the appropriate time to place the Company into a members'
voluntary liquidation, a meeting of the Directors will be convened to swear a
Statutory Declaration of Solvency and sign a notice of general meeting of
Shareholders. This notice will be circulated to the Shareholders by the
company secretary, giving them 21 days' notice of that meeting.

At this general meeting, Shareholders will be asked to pass various
resolutions in order to appoint liquidators and to place the Company into a
members' voluntary liquidation. In order for the resolutions to be passed, 75
per cent. of Shareholders voting will need to have voted in favour. Any
members that are able to attend the meeting in person may do so by proxy,
which will be circulated with the notice of the general meeting.

Following the liquidators' appointment, the relevant statutory notices will be
issued confirming that the Company has entered liquidation and details of the
liquidators' appointed. The liquidators will advertise for creditors' claims
to ensure that there are no outstanding amounts due to creditors and prior to
the conclusion of the liquidation, will seek clearance from HM Revenue &
Customs in respect of VAT and corporation tax. Once all matters have been
finalised, the liquidators will look to distribute any remaining funds (if
any) to the Shareholders and then conclude the liquidation.

10.    Shareholders' Approval

Set out at the end of the Circular is a notice convening the General Meeting
to be held at 10.00 a.m. on 23 June 2023 at the offices of Charles Russell
Speechlys LLP, 5 Fleet Place, London EC4M 7RD at which the Resolutions will be
proposed as follows:

·         Resolution 1 - to approve the Disposal;

·         Resolution 2 - to approve the return of capital to
Shareholders by way of the proposed Tender Offer;

·         Resolution 3 - to approve the Cancellation pursuant to AIM Rule
41 of the AIM Rules for Companies; and

·         Resolution 4 - to approve the Re-registration.

Resolution 2 is conditional on the passing of Resolution 1. In the event that
Resolutions 1 and/or 2 are not passed, Resolutions 3 and 4 will not be put to
the General Meeting.

11. Action to be taken
Form of Proxy

Whether or not you wish to tender your Ordinary Shares under the Tender Offer
and regardless of whether you intend to attend the General Meeting, you are
requested to complete, sign and return the accompanying Form of Proxy, in
accordance with the instructions printed thereon, so as to be received by the
Company's registrars, Share Registrars Limited, 3 The Millennium Centre,
Crosby Way, Farnham, Surrey GU9 7XX, as soon as possible, and in any event by
no later than 10.00 a.m. on 21 June 2023. The completion and return of the
Form of Proxy will not preclude you from attending the General Meeting and
voting in person should you so wish.

Tender Offer

Subject to the approval of the Disposal and Resolution 2 at the General
Meeting, Shore Capital Stockbrokers shall invite Eligible Shareholders on the
Register on the Record Date to tender Ordinary Shares for purchase by Shore
Capital Stockbrokers for cash at the Tender Price. This letter is not a
recommendation to Shareholders to sell their Ordinary Shares. The Tender Offer
is made on the terms and subject to the conditions set out in Part II of the
Circular and, for Eligible Shareholders who hold their Ordinary Shares in
certificated form, the Tender Form, such terms and conditions being deemed to
be incorporated herein and forming part of the Tender Offer. If the
resolutions relating to the Disposal and Resolution 2 are not passed by the
requisite majorities at the General Meeting, the Tender Offer shall not
proceed.

Each Eligible Shareholder will be entitled to have accepted in the Tender
Offer valid tenders to Shore Capital Stockbrokers in respect of their
Entitlement.

The number of Ordinary Shares to be purchased in the Tender Offer will not, in
any event, exceed 48,013,696 Ordinary Shares, representing approximately 40.25
per cent. of the Company's issued share capital on the Record Date.

Shareholders are not obliged to tender any Ordinary Shares. Shareholders who
wish to continue their investment in the Company without tendering any
Ordinary Shares should not return their Tender Form or send a TTE instruction.
However, Shareholders should be aware that if the Cancellation Resolution is
passed at the General Meeting, it is expected that the last day of dealings in
the Ordinary Shares on AIM will be 28 July 2023 and that Cancellation will
become effective on 31 July 2023. Shareholders should note that no dealing or
matched bargain facilities will be made available following the Cancellation.
Shareholders who are in any doubt as to how to trade their Ordinary Shares
following Cancellation becoming effective should contact their stockbroker or
other independent financial adviser authorised under FSMA.

The procedure for tendering your Ordinary Shares depends on whether your
Ordinary Shares are held in certificated form or uncertificated form and is
summarised below.

(a)    Ordinary Shares held in certificated form

Eligible Shareholders who hold Ordinary Shares in certificated form and who
wish to tender any or all of their existing holding of Ordinary Shares (up to
their Entitlement) should complete the Tender Form in accordance with the
instructions printed thereon and in Part II of the Circular and return it by
post or by hand (during normal business hours only) to the Receiving Agent,
Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey
GU9 7XX. In respect of certificated Shareholders only, a pre-paid envelope is
enclosed for this purpose for holders in the UK only. Eligible Shareholders
who hold their Ordinary Shares in certificated form should also return their
share certificate(s) and/or other document(s) of title in respect of the
Ordinary Shares tendered. Tender Forms and share certificate(s) and/or other
document(s) title must be received as soon as possible but in any event by no
later than 1.00 p.m. on 18 July 2023. In the event that the Tender Offer does
not proceed for any reason, Tender Offer forms will not be valid.

(b)    Ordinary Shares held in uncertificated form

Eligible Shareholders who hold their Ordinary Shares in uncertificated form
(i.e. in CREST) and who wish to tender any or all of their Ordinary Shares (up
to their Entitlement) should tender electronically through CREST so that the
TTE instruction settles by no later than 1.00 p.m. on 18 July 2023. Further
details of the procedures for tendering and settlement are set out in Part II
of the Circular. You should not seek to make any TTE instructions in respect
of the Tender Offer prior to 27 June 2023.

Shareholders should note that, once tendered, Ordinary Shares may not be sold,
transferred, charged, or otherwise disposed of other than in accordance with
the Tender Offer.

The CREST Manual may assist you in making a TTE Instruction.

Full details of the procedure for tendering Ordinary Shares are set out in
Part II of the Circular and, in the case of Ordinary Shares held in
certificated form, in the Tender Form.

Shareholders who do not wish to sell any Ordinary Shares under the Tender
Offer do not need to take any action, either in relation to the Tender Form or
the sending of a TTE Instruction.

Shareholders are reminded that the Tender Offer is not being made to
Shareholders located in a Restricted Territory. However, such Shareholders are
encouraged to vote in favour of the Resolution.

Validity of Tender Forms

Tender Forms and TTE Instructions which are received after the Closing Date or
which at that time are incorrectly completed or not accompanied by all
relevant documents or instructions may, at the sole discretion of Shore
Capital Stockbrokers, be rejected and returned to Shareholders or their
appointed agents, together with any accompanying share certificate(s) and/or
other document(s) of title.

Overseas Shareholders

Shareholders with registered or mailing addresses outside the UK, or who are
citizens or nationals of, or resident in, a jurisdiction other than the UK,
should read paragraph 9 of Part II of the Circular and the relevant provisions
of the Tender Form.

Conditions

The Tender Offer is conditional on the satisfaction of the Conditions
specified in paragraph 2 of Part II of the Circular.

Termination of the Tender Offer

The Tender Offer may be terminated in the circumstances described in paragraph
7 of Part II of the Circular.

 

Settlement

Subject to the Tender Offer becoming unconditional, payment of the Tender
Price due to Shareholders under the Tender Offer whose tenders have been
accepted (rounded down to the nearest whole penny) is expected to be affected
by the despatch of cheque(s) or the crediting of CREST accounts (as
appropriate) by 28 July 2023.

Further Information

If you have any questions about the procedure for tendering Ordinary Shares or
if you want help in completing and returning the Tender Form, please call
Share Registrars Limited on +44 (0)1252 821390. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. The helpline is
open between 9.00 a.m. and 5.00 p.m., Monday to Friday excluding public
holidays in England and Wales. Please note that Share Registrars cannot
provide any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.

Your attention is also drawn to the further information set out in Parts II to
VII of the Circular.

If you need advice in relation to the Tender Offer, you should consult an
independent financial adviser, authorised under the Financial Services and
Markets Act 2000 if you are resident in the United Kingdom or if not, from
another appropriately authorised independent financial adviser, without delay.

12. Recommendation

The Independent Directors unanimously recommend Shareholders to vote in favour
of the Resolutions as they intend to do in respect of their own beneficial
shareholdings, which amount, in aggregate, to 639,934 Ordinary Shares,
representing approximately 0.54 per cent. of the Company's issued share
capital.

The Independent Directors are making no recommendation to Shareholders in
relation to their participation in the Tender Offer. Whether or not Eligible
Shareholders decide to tender Ordinary Shares will depend on, among other
things, their view of Bonhill's prospects (including the Cancellation) and
their own individual circumstances, including their tax position. Shareholders
should make their own decision and are recommended to consult a duly
authorised independent adviser. However, each of the Independent Directors who
hold Ordinary Shares have indicated that they will participate in the Tender
Offer to the maximum extent possible under the Tender Offer.

Yours faithfully

Jonathan Glasspool
Chairman

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 

 
2023

Date of publication of the
Circular
7 June

Latest time and date for receipt of Forms of Proxy and votes via
CREST           10.00 a.m. on 21 June

(applicable to CREST shareholders only) for the General Meeting

General
Meeting
10.00 a.m. on 23 June

Announcement of result of the General
Meeting
23 June

Completion of the
Disposal
on or around 23 June

Launch of the Tender
Offer*
27 June

Closing Date - latest time and date for receipt of Tender Forms and   1.00
p.m. on 18 July

settlement of TTE Instruction(s)

Record Date for the Tender
Offer
6.00 p.m. on 18 July

Announcement of result of the Tender
Offer
19 July

Unconditional Date for the Tender Offer* and completion of purchase
of                                  19 July

Ordinary Shares under the Tender Offer

CREST accounts credited with Tender Offer proceeds for
uncertificated                              by 28
July

Ordinary Shares

Despatch of cheques for Tender Offer consideration in respect of
certificated                     by 28 July

Ordinary Shares sold under the Tender Offer and any balance certificates in

respect of any unsold certificated Ordinary Shares

Last day of dealings in Ordinary Shares on
AIM
28 July

Cancellation becomes
effective
7.00 a.m. on 31 July

Expected occurrence of
Re-registration
during August 2023

*It should be noted that if the Disposal is not approved at the General
Meeting, the Tender Offer shall not proceed.

Notes:

All references to times throughout the Circular are to London time. If any of
the above times and/or dates change, the revised times and/or dates will be
notified by the Company by an announcement through a Regulatory Information
Service.

Each of the Cancellation and Re-registration requires the approval of not less
than 75 per cent. of the votes cast by Shareholders, whether voting in person
or by proxy, at the General Meeting.

 

 

DEFINITIONS

 

The following definitions apply throughout this announcement unless the
context otherwise requires:

"AIM Rules for Companies"              the AIM Rules for
Companies of the London Stock Exchange;

"Asset Purchase Agreement"            the conditional asset
purchase agreement dated 23 May 2023 between: (1) the Company; (2)
InvestmentNews; and (3) KM Business Information;

"Board" or the "Directors"                  the board of
directors of the Company whose names are set out on page 5 of the Circular
(and each a "Director");

"Business Day"                                a
day on which the clearing banks and foreign exchange markets settle payments
and are open for general business in London;

"CA 2006" or "Companies Act"          the Companies Act 2006, as
amended;

"Cancellation"
the proposed cancellation of admission of the Ordinary Shares to trading on
AIM in accordance with Rule 41 of the AIM Rules for Companies, subject to
passing of the Cancellation Resolution;

"Cancellation Resolution"                resolution 3 to be
proposed at the General Meeting;

"Capital Reduction"
together, the Share Premium Reduction and the Merger Reserve Reduction;

"certificated" or "in certificated         a share or other security
which is not in uncertificated form (i.e. not

form"
in CREST);

"Circular"
the circular to be sent to Shareholders

"Closing
Date"                                  1.00
p.m. (UK time) on 18 July 2023, the time and date on which the Tender Offer
closes, unless extended in accordance with the terms set out in the Circular;

"Companies Act"                              the
Companies Act 2006;

"Company" or "Bonhill "                   Bonhill Group Plc,
a company incorporated and registered in England and Wales under the Act, with
registered number 02607995;

"Completion"
completion of the Disposal pursuant to the Asset Purchase Agreement;

"Conditions"
the conditions set out in paragraph 2 of Part II of the Circular;

"Court"
the High Court of England and Wales;

"CREST"
the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations);

"CREST Manual"                              the
rules governing the operation of CREST as published by Euroclear and as
amended from time to time;

"CREST Member"                             a
person who has been admitted by Euroclear as a system-member (as defined in
the CREST Regulations);

 

"CREST Participant"                         a person
who is, in relation to CREST, a system-participant (as defined in the CREST
Regulations);

"CREST Regulations"                       the
Uncertificated Securities Regulations 2001 (SI 2001/3755);

"CREST Sponsor"                            a CREST
Participant admitted to CREST as a CREST sponsor, being a sponsoring
system-participant (as defined in the CREST Regulations);

"CREST Sponsored Member"           a CREST member admitted to CREST
as a Sponsored Member;

"Disclosure Guidance and               the disclosure guidance
and transparency rules made by the FCA

Transparency Rules"                        pursuant to
section 73A of FSMA;

"Disposal"
the conditional disposal of the business and assets of InvestmentNews;

"Eligible Shareholder"                     a Shareholder
on the register of members of the Company at close of business on the Record
Date who is not located in any Restricted Territory;

"Entitlement"
has the meaning given to that term in Part I (Letter from the Chairman of the
Company) of the Circular;

"Escrow Agent"
Share Registrars (in its capacity as a CREST participant under Participant ID:
7RA36);

"Euroclear"
Euroclear UK & International Limited;

"FCA"
the Financial Conduct Authority of the United Kingdom;

"Form of Proxy"
the form of proxy accompanying Shareholders' copies of the Circular for use by
Shareholders in connection with the General Meeting;

"FSMA"
the Financial Services and Markets Act 2000, as amended from time to time;

"General Meeting"                            the
general meeting of Shareholders convened for 10.00 a.m. on 23 June 2023 at the
offices of Charles Russell Speechlys LLP, 5 Fleet

Place, London EC4M 7RD;

"Group"
the Company and any undertaking which is a subsidiary undertaking of the
Company from time to time;

"HMRC"
HM Revenue & Customs;

"Independent Directors"                   the Directors of
the Company as at the date of the Circular, other than John French who is
joining KM Business Information on

completion of the Disposal;

"InvestmentNews"
InvestmentNews LLC;

"ITA
2007"
the Income Tax Act 2007, as amended;

"KM Business Information"              KM Business Information
US, Inc., a Key Media company

"Latest Practicable Date"                  6 June 2023, being
the latest practicable date prior to the publication of the Circular;

 

"MA Financial Media"                       MA Financial
Media Limited, a member of the Mark Allen Group, and an ultimate subsidiary of
Mark Allen Holdings Limited;

"Member Account ID"                       the
identification code or number attached to any member account in CREST;

"Notice"
the notice of the General Meeting, which is set out at the end of the
Circular;

"Ordinary Shares"
ordinary shares of 1p each in the capital of the Company (and each an
"Ordinary Share");

"Overseas Shareholder"                   a Shareholder who
is resident in, or a citizen of, a jurisdiction outside the UK;

"Panel" or "Takeover Panel"              the Panel on Takeovers
and Mergers;

"Participant ID"
the identification code or membership number used in CREST to identify a
particular CREST Member or other CREST Participant;

"Proposals"
together, the Disposal, the Tender Offer, Cancellation and Re-registration;

"Receiving Agent"                            Share
Registrars, in its capacity as receiving agent for the purposes of the Tender
Offer;

"Record
Date"                                   6.00
pm on 18 July 2023;

"Register"
the register of members of the Company;

"Registrars"
Share Registrars, in its capacity as registrars to the Company;

"Regulatory Information Service"    one of the regulatory information
services authorised by the FCA to receive, process and disseminate regulatory
information from listed companies;

"Re-registration"
the proposed re-registration of the Company as a private limited company
following Cancellation becoming effective;

"Repurchase Agreement"                 the repurchase
agreement that is proposed to be entered into between the Company and Shore
Capital Stockbrokers described in paragraph 2 of Part VII of the Circular;

"Resolution
2"                                  the
special resolution to be proposed at the General Meeting in relation to the
proposed on-market buy back, which is set out in full in the Notice at
resolution number 2;

"Resolutions"
the resolutions set out in the notice of the General Meeting set out at the
end of the Circular;

 "Restricted Territory" or "Restricted Territories"  the Republic of Ireland, the Netherlands, Portugal, the United States, Canada,
                                                     Australia, New Zealand, South Africa, Hong Kong, Singapore and Japan and any
                                                     other jurisdiction where the mailing of the Circular into or inside such
                                                     territory would constitute a violation of the laws of such territory;

 

"Shareholders"
holders of Ordinary Shares (and each a "Shareholder");

"Shore Capital and Corporate"         means Shore Capital and
Corporate Limited;

"Shore Capital Stockbrokers"           means Shore Capital
Stockbrokers Limited;

"Sterling" or
"£"                                pounds
sterling, being the lawful currency of the UK;

"Takeover Code"                              the
City Code on Takeovers and Mergers;

"Tender Form"
the tender form accompanying Shareholders' copies of the Circular for use by
Eligible Shareholders who hold their Ordinary Shares in certificated form in
connection with the Tender Offer;

"Tender
Offer"                                  the
invitation by the Company to Shareholders to tender Ordinary Shares for
conditional purchase by Shore Capital Stockbrokers on the terms and subject to
the conditions set out in the Circular and in relation to Shareholders holding
Ordinary Shares in certificated form, the Tender Form;

"Tender
Price"                                  10
pence being the price per Ordinary Share at which the Ordinary Shares will be
purchased pursuant to the Tender Offer;

"TFE Instruction"                             a
transfer from escrow instruction (as defined in the CREST manual issued by
Euroclear);

"TTE Instruction"                             a
transfer to escrow instruction (as defined in the CREST manual issued by
Euroclear);

"UK and Asia Businesses"                the business and assets
of Bonhill Media UK Limited and Last Word Media (Asia) Pte. Limited;

"UK
MAR"
the UK version of Regulation (EU) (No 596/2014) of the European Parliament and
of the Council of 16 April 2014 on market abuse as it forms part of the
domestic law of the United Kingdom including by virtue of the European Union
(Withdrawal) Act 2018 as amended;

"uncertificated" or "in                       recorded
on the Register as being held in uncertificated form in

uncertificated form"                         CREST and
title to which, by virtue of the CREST Regulations, may be transferred by
means of CREST;

"Unconditional Date"                        the date
and time at which the Tender Offer becomes unconditional, which is expected to
be 19 July 2023;

"United Kingdom" or "UK"                 the United Kingdom of
Great Britain and Northern Ireland;

"United States" or "US"                     the United
States of America.

 

 

 

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