REG - Brave Bison Grp PLC - Acquisition of MiniMBA
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RNS Number : 3350O Brave Bison Group PLC 25 June 2025
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25 June 2025
Brave Bison Group plc
("Brave Bison" or the "Company")
Proposed Acquisition of MiniMBA
£13.5 million Fundraising
£2.0 million Put and Call Agreement
Consolidation of Issued Share Capital
and
Notice of General Meeting
Brave Bison, the next-generation marketing and technology partner for global
brands, is pleased to announce that it has entered into a conditional binding
agreement with Centaur Media plc ("Centaur") to acquire the entire issued
share capital of The Mini Trading Company Limited, comprising the trade and
assets of MiniMBA ("MiniMBA"), for an enterprise value of £19.0 million (the
"Acquisition").
MiniMBA is a marketing skills and training platform that provides MBA-level
education through an online learning portal. Almost 6,000 marketing
professionals take MiniMBA courses every year and the platform has trained
40,000 delegates since inception. MiniMBA sells directly to marketers through
its website, as well as to enterprise customers looking to upskill their teams
including American Express, McDonald's, Google, British Airways, Nestle and
Salesforce.
MiniMBA will form the cornerstone of a new skills and capabilities practice
that will sit alongside, but operate independently from, Brave Bison's
existing marketing and technology services operations. This new practice will
allow Brave Bison to better service CMOs, cementing the Company as the
marketing and technology partner-of-choice for future-focused brands.
The Acquisition of MiniMBA is expected to increase Brave Bison pro-forma net
revenue by 43% to £36.5 million and Adjusted EBITDA by 80% to £8.1 million.
Post-completion, 47% of operating profits (before central costs) will be
derived from repeatable, non-cyclical, high-margin income from the
monetisation of digital content, with the balance generated from marketing
& technology services.
In order to finance the Acquisition, Brave Bison has conditionally raised
gross proceeds of £13.5 million by way of an oversubscribed placing and
subscription of new Ordinary Shares to new and existing institutional and
other investors at an issue price of 2.45 pence per share (prior to the
proposed consolidation), a discount of 4% to the mid-market closing price of
2.55 pence on 8 May 2025, being the last trading day before the potential
transaction was announced.
The founder of MiniMBA, award-winning marketing professor Mark Ritson, will
continue to teach MiniMBA courses post-Acquisition, and will become a Top 5
shareholder in Brave Bison as part of a £4 million strategic personal
investment in the Company. Further information on this investment is included
later within this announcement.
Oliver Green, Executive Chairman of Brave Bison, commented:
"Today's marketing professionals are operating in an environment that is more
complex than ever. With culture fragmented and technology constantly evolving,
the need to move with agility and think strategically has never been more
paramount.
At a time when the acceleration of AI has our industry looking inward, our
focus is firmly outward to the needs of brands and the people behind them.
MiniMBA's mission is to give CMOs and their teams the common language and
strategic foundation they need to thrive in this new world. We look forward to
working closely with the team to reaffirm the power of brand as a global
business driver, enabled by AI and underpinned by shared marketing principles.
This is our eighth acquisition and our largest to date and emphasises our
commitment to becoming the marketing and technology partner-of-choice for
future-focused brands in innovative ways."
Mark Ritson, Founder of MiniMBA, commented:
"I have been hugely impressed from the very outset with the way Brave Bison
operate and their vision for the future. We could not have found a better home
for MiniMBA and, given the vision and growth mindset that I have seen
first-hand, becoming a significant shareholder in Brave Bison and member of
the team is enormously attractive."
Acquisition Highlights
· MiniMBA acquired for an enterprise value of £19.0 million,
subject to customary working capital and certain adjustments.
· Purchase price equivalent to 5.3x EV/EBITDA. In FY25e, MiniMBA is
expected to generate net revenue of £11.0 million and Adjusted EBITDA of
£3.6 million.
· The Acquisition is expected to be significantly accretive to
underlying earnings, increasing Adjusted Basic EPS by approximately 21% on a
pro-forma basis.
· The Acquisition is expected to increase Brave Bison pro-forma net
revenue by 43% to £36.5 million and Adjusted EBITDA by 80% to £8.1 million.
· The Acquisition is expected to diversify the revenue and
contribution profile of Brave Bison. Post-completion, 47% of operating profits
(before central costs) will be derived from the monetisation of digital
content, with the balance generated from marketing & technology services.
· MiniMBA is a highly scalable digital learning product that
benefits from repeatable, non-cyclical revenues and a fixed cost base with
very low marginal costs to service additional customers.
· MiniMBA is consistently ranked as a leading education product for
marketing professionals. The course combines MBA-level tuition, applied
learning and a flexible on-demand learning platform that is the universal
standard for marketing competency.
· MiniMBA courses are taught by prize-winning business school
professor Mark Ritson (ex-MIT Sloan, London Business School and University of
Melbourne). Mark Ritson will continue to teach MiniMBA courses post-completion
and has committed to invest £4 million into Brave Bison, becoming a Top 5
shareholder over 24 months.
· The board of directors of Brave Bison (the "Board") believes
there is significant potential to grow MiniMBA through cross-selling
opportunities with Brave Bison clients, innovating new products and launching
in new markets.
Funding Highlights
· Brave Bison will partly finance the cash consideration for the
Acquisition through a placing and direct subscription of 27,615,467 new
Ordinary Shares at a price of 49 pence per Ordinary Share (on a post-Share
Consolidation basis) (the "Issue Price") to raise gross proceeds of
approximately £13.5 million (the "Fundraising")
· Issue price (prior to the Share Consolidation) of 2.45 pence
represents a discount of 4% to the mid-market closing price of 2.55 pence on 8
May 2025, being the last trading day before the potential Acquisition was
announced.
· As part of the Fundraising, Moonlight Graham PTY Limited
("Moonlight Graham"), a company associated with Mark Ritson, founder of
MiniMBA, has initially subscribed for 2,142,857 new Ordinary Shares with an
aggregate value of £1.05 million at the Issue Price. Brave Bison has also
entered into a Subscription Agreement with Moonlight Graham for 1,938,775
Ordinary Shares, representing an investment of £0.95 million, taking Mark
Ritson's immediate investment in Brave Bison to £2.0 million. Mark Ritson
will own 3.0% of the Company's enlarged share capital on Admission.
· Mark Ritson has committed to subscribe for a further £2.0
million worth of new Ordinary Shares within 24 months of completion of the
Acquisition by way of a put and call agreement with the Company. Mark Ritson
will own approximately 5.8% of the Company's enlarged share capital if the put
and call agreement is exercised within 12 months of completion.
· Greenspan Investments Limited ("Greenspan"), a company associated
with Oliver Green and Theo Green, Executive Chairman and Chief Growth Officer,
respectively, of Brave Bison, has subscribed for 714,285 new Ordinary Shares
with an aggregate value of £0.35 million at the Issue Price. Oliver Green and
Theo Green will own 14.1% of the Company's enlarged share capital on
Admission.
· Shares issued pursuant to the Fundraising will together represent
29.3% of the Company's enlarged share capital on Admission.
· Brave Bison has entered into an agreement with Barclays Bank plc
for a new £10 million revolving credit facility. The facility has a term of
three years with an interest margin of 175bps over Base Rate. £6 million will
be drawn from the facility to finance the Acquisition, keeping leverage below
1x enlarged pro-forma EBITDA and the Board intends to repay outstanding
leverage within 12 months of completion.
· The Acquisition is conditional, amongst other things, on
shareholder approval and admission of the Fundraising shares to trading on AIM
("Admission").
· Cavendish Capital Markets Limited ("Cavendish") is acting as
nominated adviser, sole broker and sole bookrunner in connection with the
Fundraising.
· The Board believes that it is appropriate to consolidate the
existing share capital of the Company by a ratio of 20 to 1 (the "Share
Consolidation"). Subject to Brave Bison shareholder approval, and following
the Share Consolidation, the number of Existing Ordinary Shares of 0.1 pence
each will be reduced to 66,679,270 consolidated ordinary shares, with a
nominal value of 2.0 pence each ("Consolidated Shares"). The new ISIN for the
Consolidated Shares will be GB00BSLKLP68 and the new SEDOL will be BSLKLP6.
Further details of the Acquisition and the fundraising are set out below.
For further information please contact:
Brave Bison Group
plc
via Cavendish
Oliver Green, Executive
Chairman
Theo Green, Chief Growth Officer
Philippa Norridge, Chief Financial Officer
Cavendish Capital
Markets
Tel: +44 (0) 20 7220 0500
Nominated Adviser & Broker
Ben Jeynes / Teddy Whiley / Elysia Bough - Corporate Finance
Michael Johnson / Sunila de Silva - ECM
Sodali &
Co
Tel: +44 (0) 79 3535 1934
PR Adviser
Elly Williamson
Pete Lambie
FURTHER INFORMATION ON THE FUNDRAISING AND ACQUISITION
Introduction
The Company has entered into a conditional agreement with Centaur Media plc to
acquire MiniMBA for an enterprise value of £19 million through the
acquisition of the entire issued share capital of The Mini Trading Company
Limited.
MiniMBA is a marketing skills and training platform that provides MBA-level
education through an online learning portal. Almost 6,000 marketing
professionals take MiniMBA courses every year and the platform has trained
40,000 delegates since inception. MiniMBA sells directly to marketers through
its website, as well as to enterprise customers looking to upskill their teams
including American Express, McDonald's, Google, British Airways, Nestle and
Salesforce.
MiniMBA will form the cornerstone of a new skills and capabilities practice
that will sit alongside, but operate independently from, Brave Bison's
existing marketing and technology services operations. This new practice will
allow Brave Bison to better service CMOs, cementing the Company as the
marketing and technology partner-of-choice for global future-focused brands.
In order to finance the Acquisition, the Company has conditionally raised
gross proceeds of £13.5 million by way of an oversubscribed placing and
subscription of new Ordinary Shares with new and existing institutional and
other investors.
The Fundraising is conditional on, inter alia, shareholder approval of the
Share Consolidation Resolution and the Placing Resolution at the General
Meeting, Admission becoming effective and the Acquisition Agreement becoming
unconditional in all respects (other than as to, amongst other things,
Admission).
As part of the Fundraising, Oliver Green and Theo Green have conditionally
subscribed for 714,285 Ordinary Shares, representing an investment of £0.35
million. Mark Ritson, founder of MiniMBA has conditionally subscribed for
4,081,632 Ordinary Shares through the Fundraising and via a direct
subscription, representing an investment of £2.0 million. Additionally, Mark
Ritson has committed to subscribe for a further £2.0 million worth of new
Ordinary Shares within 24 months of completion of the Acquisition by way of a
put and call agreement with the Company.
The Company also announced that Shareholders on the register of members of the
Company on the Record Date, being 6.00 p.m. on 14 July 2025, will exchange
every 20 Ordinary Shares they hold for one Consolidated Share. The proportion
of the issued Ordinary Share capital of the Company held by each Shareholder
immediately following the Share Consolidation will, save for fractional
entitlements, be unchanged.
A notice will be included in the Circular convening a General Meeting to be
held at the offices of Cavendish Capital Markets Limited, 1 Bartholomew Close,
London, England, EC1A 7BL on 14 July 2025 at 10:00 a.m. to consider and, if
thought appropriate, pass the Resolutions.
Other than the change in nominal value, the Consolidated Shares arising on
implementation of the Share Consolidation will have the same rights as the
Existing Ordinary Shares, including voting, dividend and other rights, as set
out in the amended Articles. All other classes of shares in the Company are
unaffected by the Share Consolidation.
Subject to Shareholder approval of the Share Consolidation Resolution and the
Placing Resolution at the General Meeting, application will be made for the
new Ordinary Shares to be admitted to trading on AIM. It is expected that
Admission will become effective at 8.00 a.m. on 15 July 2025 (or such later
date as the Company and Cavendish may agree, but not later than 8 August
2025).
Subject to the Share Consolidation Resolution and the Placing Resolution being
passed by Shareholders at the General Meeting, each of the Fundraising Shares
will, on Admission, rank pari passu in all respects with the Consolidated
Shares and will rank in full for all dividends and other distributions
declared, made or paid on the Fundraising Shares following Admission.
The closing price of an Existing Ordinary Share on 24 June 2025, being the
last practicable date prior to the announcement of the Fundraising, was 3.10
pence per Ordinary Share. Had the Share Consolidation taken place as at that
date, the closing price would have been equivalent to 62 pence per Ordinary
Share. The Issue Price represents a discount of approximately 20.9 per cent.
to the Closing Price (on a consolidated basis).
Transaction Highlights
Highlights of the Acquisition and the Fundraising include:
· Enterprise value of £19.0 million represents an acquisition
multiple of 5.3x EBITDA based on FY25e expected EBITDA of £3.6 million.
· The Acquisition is expected to increase Brave Bison pro-forma net
revenue by 43% to £36.5 million and Adjusted EBITDA by 80% to £8.1 million.
The Acquisition is expected to be significantly accretive to underlying
earnings, increasing Adjusted Basic EPS by approximately 21% on a pro-forma
basis.
· MiniMBA is consistently ranked as a leading education product for
marketing professionals. The courses are taught by prize-winning business
school professor Mark Ritson (ex-MIT Sloan, London Business School and
University of Melbourne), who will continue in role post completion.
· Oversubscribed fundraising to raise gross proceeds of £13.5
million at a price of 49 pence (on a post Share Consolidation basis), a
discount of approximately 4% to the price on 9 May prior to initial
notification of the Acquisition.
· In addition to an initial investment of £2.0 million, Mark
Ritson has committed to investing a further £2.0 million into Brave Bison
within 24 months of completion by way of a put and call agreement, increasing
his total commitment to £4.0 million.
· Brave Bison has entered into an agreement with Barclays Bank plc
for a new £10 million revolving credit facility. The facility has a term of
three years with an interest margin of 175bps over Base Rate. £6 million will
be drawn from the facility to finance the Acquisition, keeping leverage below
1x enlarged pro-forma EBITDA and the Board intends to repay outstanding
leverage within 12 months of completion.
Background to and reasons for the Fundraising and Acquisition
Overview of Brave Bison
Brave Bison is a marketing and technology partner for global brands. The
Company has operations across eight countries including the UK, India,
Australia and Egypt. The Group operates through three integrated divisions:
Brave Bison, SocialChain and Sport & Entertainment.
The Brave Bison division provides performance-led digital marketing services
and advertising technology. Its offering is underpinned by proprietary tools
including AudienceGPT, an AI-driven audience segmentation platform, and
AdStudio, which automates the creation of high-performing advertising content
for social platforms. The division partners with brands to activate campaigns
across major digital platforms such as Google, Meta and TikTok.
SocialChain, acquired and integrated in early 2023, is Brave Bison's creative
and social strategy division. It provides consultancy, content production and
influencer marketing services focused on helping brands grow through
social-first approaches. SocialChain has established itself as a leading voice
in the industry through its SocialMinds podcast and event platform, which
features guests from major organisations including the BBC, Booking.com and
Monzo.
The Sport & Entertainment division owns and operates a portfolio of social
media channels and partners with global sports federations and rights holders
to develop digital strategies and monetise audiences. Clients include the PGA
Tour, US Open, Ryder Cup and Le Mans. In January 2025, Brave Bison completed
the acquisition of Engage, a specialist sports marketing agency with
operations in London, Dubai, India and Australia. Engage strengthens Brave
Bison's capabilities in digital content and channel management for
high-profile sports properties, including Formula 1, the ICC, and Real Madrid.
Since 2020, Brave Bison has completed two platform acquisitions and five
bolt-on acquisitions, all of which have been integrated into a single
operating platform with centralised functions covering technology, operations,
sales, marketing, HR and finance. In April 2025, Brave Bison acquired The
Fifth, an award-winning influencer marketing agency owned by News Corporation.
The Fifth has since been integrated into SocialChain, enhancing the Group's
capabilities in influencer marketing and social strategy.
Overview of MiniMBA
MiniMBA is a marketing skills and training platform that provides MBA-level
education through an online learning portal. Since launching in 2016, the
business has trained nearly 40,000 delegates from over 100 countries. MiniMBA
offers three core programmes: Marketing, Brand Management and Management, and
its courses are delivered over two annual class intakes.
MiniMBA courses are taught by Mark Ritson, a globally recognised marketing
professor and industry commentator (formerly of MIT Sloan, London Business
School and University of Melbourne), whose expertise differentiates MiniMBA
from other learning products. MiniMBA has some of the highest learner
satisfaction ratings in the industry: 95% of surveyed alumni saying the course
made them feel more confident, 90% would recommend the course and the net
promoter score is 78.
The business serves both B2C and enterprise markets, with 62% of corporate
revenue generated from a core group of 40 clients. Corporate customers include
leading global brands such as Tesco, British Airways, Google, Sky, Nestlé,
Red Bull, Salesforce and Carlsberg.
MiniMBA is operated by a team of 21 full-time staff, led by CEO Tim Plyming
alongside founder Mark Ritson, who remains actively involved in strategy,
content development and programme delivery.
In the year ending 31 December 2024, MiniMBA generated net revenue of £10.7
million and Adjusted EBITDA of £3.1 million. In the year ending 31 December
2025, MiniMBA is expected to generate net revenue of £11.0 million and
Adjusted EBITDA of £3.6 million. MiniMBA has grown net revenue by a compound
annual growth rate of 5% over the last three years.
The Acquisition will be funded using the net proceeds from the Fundraising, a
portion of the Company's cash resources and through a drawn down from the new
£10 million Group bank facility with Barclays Bank plc.
Acquisition rationale
The Board believes that the acquisition of MiniMBA has the following
industrial and capital markets logic:
1. Diversification of income. The Acquisition of MiniMBA will bring
repeatable, non-cyclical revenues that increase the proportion of Brave
Bison's profits derived from the monetisation of digital content
2. Highly accretive. The Acquisition is expected to increase underlying
earnings per share within the first 12 months of completion
3. Increased scale. The Acquisition and fundraising will increase Brave
Bison's financial profile, market capitalisation and make the Company a more
compelling investment opportunity for stock market investors
4. Significant growth opportunities. MiniMBA is a market-leading product
in a large market with international expansion opportunities
All key management across the acquired businesses are aligned as shareholders
and long-term partners, ensuring continuity, deep subject-matter expertise,
and a shared commitment to future growth. The Board believe this acquisition
lays the foundation for a new strategic pillar within Brave Bison, with clear
upside from continued investment and global expansion.
Sale and Purchase Agreement
On 25 June 2025 the Company entered into an Acquisition Agreement with the
Seller and the Guarantor pursuant to which the Company has conditionally
agreed to acquire MiniMBA for a total consideration of £19.0 million in cash
(the "Cash Consideration"), subject to customary working capital and certain
adjustments. The Cash Consideration will be payable on completion, which is
expected to take place within five Business Days following Admission.
The Acquisition is conditional on, inter alia, the entry by the Company, the
Seller and the Guarantor into the Acquisition Agreement, the Acquisition
Agreement not having lapsed, been terminated or rescinded in accordance with
its terms (or allegedly been terminated or rescinded) and the Placing
Agreement having become unconditional in all respects (save for any conditions
relating to Admission) within 25 days after (and excluding) the date of entry
by the Company, the Seller and the Guarantor into the Acquisition Agreement
(or such later date as the parties may agree in writing).
The Acquisition Agreement contains certain customary warranties given by the
Seller in favour of the Company, subject to certain customary limitations, as
well as other customary undertakings and restrictive covenants given by the
Seller.
The Guarantor has agreed to guarantee the liabilities and obligations of the
Seller pursuant to the Acquisition Agreement.
Details of the Placing and Placing Agreement
The Placing and the Investment
The Company has conditionally raised approximately £11.5 million (before
expenses) by way of a conditional placing by Cavendish, as agent to the
Company, of 23,533,835 Placing Shares at the Issue Price pursuant to the
Placing Agreement.
In addition, the Investor, a vehicle beneficially owned by Mark Ritson,
MiniMBA founder, has conditionally subscribed for 2,142,857 Investment Shares,
representing an investment of £1.05 million.
The Placing and the Investment are conditional, amongst other things, on the
passing of the Consolidation Resolution and the Placing Resolution, the
Placing Agreement not having been terminated and Admission occurring on or
before 8.00 a.m. on 15 July 2025 (or such later date as Cavendish and the
Company may agree, being not later than 8.00 a.m. on 8 August 2025).
The Placing and the Investment are being effected by way of a cashbox
subscription of new ordinary shares for non-cash consideration to de-risk the
Placing, Investment and the Acquisition and pursuant to a subscription and
transfer agreement entered into between the Company, a Guernsey-incorporated
subsidiary of the Company ("Newco") and the Intermediary. The Company will
allot and issue the Placing Shares on a non-pre-emptive basis to the
Intermediary, as bare nominee for the Placees and the Investor (pending
transfer of legal title to the Placees and the Investor through CREST) and/or
to the Placees and the Investor themselves, as the Intermediary shall direct,
in consideration for the transfer to the Company by the Intermediary of
certain shares which it will hold in Newco. Accordingly, instead of receiving
cash as consideration for the issue of Placing Shares, the Company will,
conditional on Admission, own all of the issued share capital in Newco, whose
only asset will be its cash reserves. The proceeds raised through the Placing
and the Investment (net of expenses) will be retained for the benefit of the
Company.
The Placing Agreement
Under the terms of the Placing Agreement, Cavendish, as agent for the Company,
has agreed to use its reasonable endeavours to procure Placees for the Placing
Shares. The Company has given certain customary warranties to Cavendish in
connection with the Placing and other matters relating to the Company and its
business. In addition, the Company has agreed to indemnify Cavendish in
relation to certain liabilities it may incur in undertaking the Placing.
Cavendish has the right to terminate the Placing Agreement in certain
circumstances prior to Admission, in particular, for a breach of any of the
warranties. The Placing is not being underwritten.
The Placing Shares will be allotted and credited as fully paid and will rank
pari passu in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared, made or paid
on or after the date on which they are issued.
Participation of the Directors in the Placing
Certain Directors have agreed to subscribe for Placing Shares at the Issue
Price pursuant to the Placing. The number of New Ordinary Shares subscribed
for by each Director and their resulting shareholdings upon Admission are set
out below:
Shareholder((2)) Number of Existing Ordinary Shares % of Existing issued Share capital Number of Placing Shares subscribed for at the Issue Price((4)) Number of New Ordinary Shares held on Admission((4)) % of enlarged issued Share capital on Admission((3))
Oliver & Theodore Green ((1)) 250,863,859((1)) 18.8% 714,285 13,257,477 14.1%
((1)) Of which 244,811,445 ordinary shares are held by Greenspan Investments
Limited, 1,052,414 ordinary shares are held by Oliver Green and 5,000,000
ordinary shares are held by Tangent Industries Limited.
((2)) The number of Ordinary Shares presented in this table as being held or
subscribed for by Directors refers to the number of Ordinary Shares held or
subscribed for by them either personally or through a nominee.
((3)) Assuming that no additional Ordinary Shares are allotted between 24 June
2025 and Admission.
((4)) Assuming that the Share Consolidation Resolution is passed at the
General Meeting and the Share Consolidation becomes effective.
The Subscription
The Company has also conditionally raised approximately £0.95 million (before
expenses) by way of a direct subscription with the Investor, a vehicle
beneficially owned by Mark Ritson, for 1,938,775 Subscription Shares at the
Issue Price pursuant to the Subscription on the terms of the Subscription
Agreement. Pursuant to the Subscription, the Company will capitalise a debt
owed to Mark Ritson into the Subscription Shares. Customary warranties will be
given to the Investor.
The Subscription is conditional on the passing of the Consolidation
Resolution, the Placing Resolution, the Placing becoming unconditional and the
Placing Agreement and the Acquisition Agreement becoming unconditional in all
respects, including Admission becoming effective by no later than 8.00 a.m. on
15 July 2025 or such later time and/or date (being no later than 8.00 a.m. on
8 August 2025) as Cavendish and the Company may agree.
Put and Call Option Agreement
On 25 June 2025, the Company entered into the Put and Call Option Agreement
with the Investor, a vehicle beneficially owned by Mark Ritson, MiniMBA
founder. Pursuant to the Put and Call Option Agreement, the Company has
granted the Investor an option to subscribe for the Investor Option Shares,
and the Investor has granted the Company an option to require it to subscribe
for the Investor Option Shares, by way of an aggregate investment by the
Investor of £2,000,000 on the following terms.
· The Investor may exercise its option over the Investor Option
Shares during the 12-month period following Admission ("12 Month Period") at
the Issue Price. At the expiry of the 12 Month Period, if the Investor has not
invested at least £1,000,000 by subscribing for Investor Option Shares, then
the Company will have the right to require the Investor to subscribe for
£1,000,000 of Investor Option Shares at the Issue Price.
· To the extent that the Investor has not invested the balancing
£1,000,000 during the 12 Month Period, it may invest such amount during the
subsequent 12-month period by subscribing for such number of Investor Option
Shares as is equal to £1,000,000 divided by the volume-weighted average
traded price at which Ordinary Shares were traded on AIM during the 90 trading
days preceding the Business Day prior to such subscription ("90 Day VWAP"). In
the event that the Investor does not make such investment by the expiry of the
24-month period following Admission, the Company can require the Investor to
make such subscription at a price equal to 90 Day VWAP as at the expiry of
this period.
· At no time shall the Investor subscribe for such number of
Investor Option Shares as would require a mandatory offer to be made pursuant
to Rule 9 of the UK's City Code on Takeovers and Mergers.
· Following the relevant subscriptions and receipt of funds, and
subject to the Company maintaining the requisite shareholder authority, the
Company will allot and issue such number of Investor Option Shares as the
Investor has properly subscribed for and apply for their admission to trading
on AIM, at which time further announcements will be made by the Company.
· The parties have given certain standard warranties and
undertakings to each other.
· The Investor undertakes to the Company that it will not, and
shall procure that any nominee holding any Investor Option Shares shall not,
during the period of 24 months commencing on the date of Admission, in respect
of its entire holding of Investor Option Shares, dispose of any interest in
such Investor Option Shares.
· The agreement contains standard adjustment provisions in the
event of a capitalisation issue, rights issue, sub-division, consolidation,
redenomination, purchase or redemption of own shares or reduction of capital.
The proceeds of subscriptions made in accordance with the Put and Call Option
will provide the Company with additional working capital and cash resources
with which to pursue additional growth opportunities and further strengthen
the Group's balance sheet.
Current Trading and Outlook
Brave Bison has continued to demonstrate strong commercial momentum throughout
the financial year ended 31 December 2024 ("FY24"). On 9 April 2025, the
Company released its final results for FY24, reporting net revenue of £21.3
million, representing a 2% increase year-on-year (8% growth excluding US
operations). Adjusted EBITDA rose by 5% to £4.5 million, with an adjusted
EBITDA margin of 21%. Statutory profit before tax increased by 76% to £2.0
million. The Group ended the year with net cash of £7.5 million, up from
£6.8 million in the prior year, and declared a final dividend of £0.3
million, equivalent to 0.02p per share, and the first dividend in the
Company's history as a listed business.
Following the completion of bolt-on acquisitions and healthy trading in Q1
2025, and the Group's acquisition of The Fifth in April 2025, the Board
continues to expect the existing Group to deliver revenue and adjusted
profitability for FY25 in line with current market expectations, as upgraded
in April 2025.
Background to and reasons for the Proposed Share Consolidation
As at 24 June 2025 (being the latest practicable date prior to the publication
of this announcement), the Company had 1,333,585,397 Existing Ordinary Shares
in issue.
With shares of low denominations, small absolute movements in the share price
can represent large percentage movements resulting in volatility. The Board
also believes that the bid-offer spread on shares priced at low absolute
levels can be disproportionate to the share price and therefore to the
detriment of Shareholders. The Board is of the view that it would benefit the
Company and Shareholders to reduce the number of Existing Ordinary Shares in
issue with a resulting adjustment in the market price of such shares, by
consolidating the Ordinary Shares on the basis of 1 Consolidated Share of
£0.02 for every 20 Existing Ordinary Shares of £0.001 each. This is expected
to assist in reducing the volatility in the Company's share price and enable a
more consistent valuation of the Company, making the Company's Ordinary Shares
more attractive to institutional investors.
Details of the Proposed Share Consolidation
Upon implementation of the Share Consolidation, Shareholders on the register
of members of the Company on the Record Date, which is expected to be 6.00
p.m. on 14 July 2025, will exchange every 20 Existing Ordinary Shares they
hold for one Consolidated Share. The proportion of the issued ordinary share
capital of the Company held by each Shareholder following the Share
Consolidation will, save for fractional entitlements and subject to the
exercise of share options, be unchanged.
To effect the Share Consolidation the Company intends to issue such minimum
number of additional Excess Ordinary Shares (not exceeding three in total) so
that the aggregate nominal value of the Ordinary Share capital of the Company
is exactly divisible by 20. It is therefore proposed that in order to
facilitate the Share Consolidation, three Excess Ordinary Shares will be
issued to an individual in their capacity as an officer of the Company so
that, prior to the Share Consolidation, the Company's issued share capital
will be exactly divisible by 20. These three Excess Ordinary Shares will be
issued at market value.
Other than the change in nominal value, the Consolidated Shares arising on
implementation of the Share Consolidation will have the same rights as the
Existing Ordinary Shares, including voting, dividend and other rights, as set
out in the Company's articles of association. All other classes of shares in
the Company are unaffected by the Share Consolidation.
No Shareholder will be entitled to a fraction of a Consolidated Share and
where, as a result of the consolidation of Ordinary Shares described above,
any Shareholder would otherwise be entitled to a fraction of a Consolidated
Share in respect of their holding of Ordinary Shares at the Record Date (a
"Fractional Shareholder"), such fractions shall be aggregated with the other
fractions of Consolidated Shares to which other Fractional Shareholders of the
Company may be entitled so as to form full Consolidated Shares and sold in the
market. The costs, including the associated professional fees and expenses,
that would be incurred in distributing such proceeds are likely to exceed the
total net proceeds distributable to such Fractional Shareholders.
The Board is therefore of the view that, as a result of the disproportionate
costs in such circumstances, it would not be in the Company's best interests
to distribute such proceeds of sale and the proceeds will instead be retained
for the benefit of the Company in accordance with the Share Consolidation
Resolution. Furthermore, any Shareholders holding fewer than 20 Ordinary
Shares as at 6.00 p.m. on the Record Date will cease to be holders of Ordinary
Shares. The minimum threshold to receive Consolidated Shares will be 20
Ordinary Shares.
If you hold a share certificate in respect of your Ordinary Shares in the
Company, your certificate will no longer be valid from the time the proposed
Share Consolidation becomes effective. If you hold 20 or more Ordinary Shares
on the Record Date you will be sent a new share certificate evidencing the
Consolidated Shares to which you are entitled under the Share Consolidation.
Such certificates are expected to be despatched no later than the week
commencing 28 July 2025. The certificates will be despatched by 1st class
post, at the risk of the Shareholder. Upon receipt of the new certificate,
you should destroy any old certificates. Pending the despatch of the new
certificates, transfers of certificated Ordinary Shares will be certified
against the Company's share register.
If you hold your Ordinary Shares in uncertificated form, you should expect to
have your CREST account credited with the Consolidated Shares to which you are
entitled on implementation of the Share Consolidation on 15 July 2025 or as
soon as practicable after the Share Consolidation becomes effective.
Following the Share Consolidation, the Company's new SEDOL code will be
BSLKLP6 and its new ISIN code will be GB00BSLKLP68.
Admission of the Consolidated Shares to AIM
The Share Consolidation is conditional upon permission being granted by the
London Stock Exchange for the Consolidated Shares to be admitted to trading on
AIM. Application for such Admission of the Consolidated Shares will be made so
as to enable the Consolidated Shares to be admitted to trading on AIM. It is
expected that Admission of the Consolidated Shares will become effective at
8:00 a.m. on 15 July 2025 whereupon the Share Consolidation will become
effective.
Effects of the Proposed Share Consolidation on Share Options
The Share Consolidation will result in an adjustment to the number of existing
warrants and share options.
As of 24 June 2025, being the Latest Practicable Date, there were 101,576,242
Existing Options. After the Share Consolidation, subject to the approval of
Shareholders, Existing Options will consolidate in accordance with the terms
of the instruments pursuant to which they were issued.
The rules of existing share options and warrants provide that in the event of
any consolidation or sub-division of the share capital of the Company, then
the number of shares subject to an option or warrant instrument and the
exercise price payable on exercise of an option may be adjusted by the Board
in such manner and with effect from such date as the Board may determine to be
appropriate.
The effect of these provisions will be that, following the Share
Consolidation, the number of Ordinary Shares subject to any option held under
Share Options will decrease broadly to twentieth of their number prior to
consolidation whilst the price payable for the exercise of each option will
increase broadly by a multiple of 20.
Other than the dilutive effect of the Fundraising and the Put and Call Option
Agreement, there should, therefore, subject to the relevant consents, be no
material alteration to the current potentially dilutive effects of the options
granted under share options. Notice of the adjustments to the options will be
sent to individual Existing Option holders as soon as reasonably practicable
following the Share Consolidation.
Terms of the Consolidation
Issuer/Company Name Brave Bison Group Plc
Security/Securities Ordinary Shares of 2p each
ISIN(s) GB00BSLKLP68
TIDM(s) BBSN
Date of meeting to approve Share Consolidation 10:00 a.m. 14 July 2025
Record date for Share Consolidation 6:00 p.m. 14 July 2025
CREST accounts due to be credited 15 July 2025
Consolidation effective date and trading expected to commence in the 15 July 2025
Consolidated Shares
Replacement certificates due to be despatched (no later than) Within 10 business days of Admission
Taxation
The following statements are intended only as a general guide to the current
tax position under UK taxation law and practice. They relate only to certain
limited aspects of the UK tax position of Shareholders who are the beneficial
owners of Existing Ordinary Shares and who are resident or (in the case of
individuals) ordinarily resident in the UK for tax purposes and who hold their
shares in the Company beneficially as an investment (and not as securities to
be realised in the course of a trade). The following is not, and is not
intended to be, an exhaustive summary of the tax consequences of acquiring,
holding and disposing of Existing Ordinary Shares or Consolidated Shares.
A Shareholder who is in any doubt as to his or her tax position or is subject
to tax in any jurisdiction other than the UK should consult his or her duly
authorised professional adviser without delay. The proposed Share
Consolidation should constitute a reorganisation of the Company's share
capital and, for the purposes of UK taxation of chargeable gains, to the
extent that you receive New Ordinary Shares under the proposed Share
Consolidation, you should not be treated as making a disposal of any of your
Existing Ordinary Shares or an acquisition of Consolidated Shares.
The Consolidated Shares will be treated as the same asset as, and as having
been acquired at the same time and for the same aggregate cost as, the holding
of Existing Ordinary Shares from which they derive. No liability to stamp duty
or stamp duty reserve tax will be incurred by a holder of Existing Ordinary
Shares as a result of the proposed Share Consolidation.
Related party transactions
Where a company enters into a related party transaction, under the AIM Rules
the independent directors of the company are required, after consulting with
the company's nominated adviser, to state whether, in their opinion, the
transaction is fair and reasonable in so far as its shareholders are
concerned.
The conditional subscriptions for Placing Shares by certain Directors as
outlined above constitute related party transactions pursuant to Rule 13 of
the AIM Rules. The Directors of the Company (excluding Oliver Green and Theo
Green), as the independent directors, having consulted with the Company's
nominated adviser, Cavendish, consider that the terms of the participation in
the Placing by Oliver Green and Theo Green are fair and reasonable insofar as
the Company's Shareholders are concerned.
Lord Michael Ashcroft is a substantial Shareholder in the Company on account
of his shareholding representing 23.8% of the Existing Ordinary Shares.
Consequently, Lord Michael Ashcroft is considered to be a related party of the
Company for the purposes of Rule 13 of the AIM Rules for Companies. Lord
Michael Ashcroft is subscribing for 5,865,000 Placing Shares.
The subscription by Lord Michael Ashcroft constitutes a related party
transaction for the purposes of the AIM Rules for Companies. The Directors,
having consulted with the Company's nominated adviser, Cavendish Capital
Markets Limited, consider that the participation in the Placing by Lord
Michael Ashcroft is fair and reasonable insofar as the Shareholders are
concerned.
Admission of the Fundraising Shares to AIM
The Fundraising is conditional upon permission being granted by the London
Stock Exchange for the Fundraising Shares to be admitted to trading on AIM.
Application for such Admission of the Fundraising Shares will be made so as to
enable the Fundraising Shares to be admitted to trading on AIM. It is expected
that Admission of the Fundraising Shares will become effective at 8:00 a.m. on
8 July 2025.
Irrevocable Undertakings
The Company has received irrevocable undertakings to vote in favour of the
Resolutions from Directors who hold, in aggregate, 254,762,549 Ordinary
Shares, representing 19.1% of the Existing Ordinary Shares.
The Company has also received irrevocable undertakings to vote in favour of
the Resolutions from Shareholders who to the best of the Company's knowledge
as of the date of this announcement hold, in aggregate, 240,195,475 Ordinary
Shares, representing 18.0% of the Existing Ordinary Shares.
Recommendation
The Directors consider the Share Consolidation, Fundraising and grant of
options pursuant to the Put and Call Option Agreement to be in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that all Shareholders vote in
favour of the Resolutions as they have irrevocably undertaken to do, or
procure to be done, in respect of their own beneficial shareholdings, being,
in aggregate, 254,762,549 Ordinary Shares, representing approximately 19.1% of
the Existing Ordinary Shares.
Expected Timetable of Principal Events
Event Time and date (as applicable)
2025
Latest Practicable Date 24 June
Publication and posting of the Circular 26 June
Latest time and date for receipt of completed proxy votes to be valid at the 10.00 a.m. on 10 July
General Meeting
General Meeting 10.00 a.m. on 14 July
Announcement of results of the General Meeting 14 July
Record date for the Share Consolidation 6.00 p.m. on 14 July
Share Consolidation becomes effective 8.00 a.m. on 15 July
Admission and commencement of dealings in the New Ordinary Shares 8.00 a.m. on 15 July
CREST accounts to be credited for the New Ordinary Shares to be held in 15 July
uncertificated form
Dispatch of definitive share certificates for applicable New Ordinary Shares Within 10 Business Days of Admission
to be held in certificated form
Notes:
1. Each of the times and dates above are indicative only and are
subject to change. If any of the above times and/or dates change, the revised
times and/or dates will be notified by the Company to Shareholders by
announcement through a Regulatory Information Service.
2. All of the above times refer to London time unless otherwise
stated.
3. Events listed in the above timetable after the General Meeting are
conditional on the passing of the Share Consolidation Resolution and the
Placing Resolution.
Statistics relating to the Fundraising and Capital Reorganisation
Issue Price((1)) 49 pence
Number of Existing Ordinary Shares at the date of this announcement((2)) 1,333,585,397
Expected Number of Consolidated Shares((1)) 66,679,270
Number of Placing Shares((1)(3)) 23,533,835
Number of Investment Shares((1)(3)) 2,142,857
Number of Subscription Shares((1)(3)) 1,938,775
Total number of Fundraising Shares((1)(3)) 27,615,467
Number of New Ordinary Shares in issue immediately following Admission((1)) 94,294,737
Percentage of the Enlarged Share Capital represented by the Fundraising 29.29%
Shares((1))
Total Gross proceeds of the Fundraising((1)) £13.5m
Estimated cash proceeds of the Fundraising receivable by the Company (net of £12.7m
expenses)((1))
Market capitalisation on Admission at the Issue Price((1)) £46.2m
Put and Call Option proceeds receivable by the Company on exercise((4)) £2.0m
ISIN of the Ordinary Shares before the Share Consolidation GB00BF8HJ774
ISIN of the Ordinary Shares after the Share Consolidation GB00BSLKLP68
((1)) Assuming that the Share Consolidation Resolution to effect the 20 for 1
Share Consolidation is passed at the General Meeting and that no other
Ordinary Shares are allotted prior to Admission.
((2)) Three Excess Ordinary Shares will be issued to an individual in their
capacity as an officer of the Company prior to the Share Consolidation so that
the Company's issued share capital will be exactly divisible by 20.
((3)) These will be subscriptions for Ordinary Shares with a nominal value of
£0.02.
((4)) Following Admission in accordance with the terms of the Put and Call
Option, the final number of new Ordinary Shares to be confirmed at the time,
prior to their admission.
Annual General Meeting Notice
The Company wishes to clarify that, at its annual general meeting to be held
on 27 June 2025, it will be asking Shareholders to approve the declaration of
a final dividend, as recommended by the Directors to be declared payable on 1
July 2025 to the Shareholders whose names appear on the Company's register of
members at the close of business on 30 May 2025, of 0.02 pence per ordinary
share (on a pre-consolidation basis) for the financial year ended 31 December
2024, and not a dividend of 0.22 pence per ordinary share as is stated in the
notice of annual general meeting.
DEFINITIONS
The following definitions apply throughout this announcement unless the
context otherwise requires:
"Act" the Companies Act 2006, as amended;
"Acquisition" the proposed acquisition by Brave Bison of the entire issued share capital of
The Mini Trading Company Limited, comprising the trade and assets of MiniMBA;
"Acquisition Agreement" means the agreement dated 25 June 2025 made between the Company, the Seller
and the Guarantor (as defined therein) for the acquisition by the Company of
MiniMBA;
"Admission" admission of the Fundraising Shares and the Consolidated Shares (or any of
them) to trading on AIM becoming effective in accordance with rule 6 of the
AIM Rules;
"AIM" the market of that name operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange from time
to time;
"Announcement" this announcement;
"Business Day" any day on which the London Stock Exchange is open for business and banks are
open for business in London, excluding Saturdays and Sundays;
"Cavendish" Cavendish Capital Markets Limited, registered in England and Wales with
company number 06198898 and having its registered office at 1 Bartholomew
Close, London EC1A 7BL;
"certificated" or "in certificated form" an Ordinary Share which is not in uncertificated form (that is, not in CREST);
"Circular" the circular expected to be posted to Shareholders on or about 26 June 2025;
"Closing Price" the closing middle market quotation of an Ordinary Share;
"Company" or "Brave Bison" Brave Bison Group plc, a company registered in England and Wales with company
number 08754680 and having its registered office at 2 Stephen Street, London,
England, W1T 1AN;
"Consolidated Shares" ordinary shares of £0.02 each issued in the capital of the Company as a
result of the Share Consolidation and subject to the passing of the Share
Consolidation Resolution;
"CREST" the computerised settlement system (as defined in the CREST Regulations)
operated by Euroclear which facilitates the transfer of title to shares in
uncertificated form;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any
enactment or subordinate legislation which amends or supersedes those
regulations and any applicable rules made under those regulations or any such
enactment or subordinate legislation for the time being in force;
"Directors" or "Board" the directors of the Company;
"Engage" Engage Digital Partners, a specialist sports marketing agency, now part of
Brave Bison;
"Enlarged Share Capital" the aggregate share capital of the New Ordinary Shares;
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"Excess Ordinary Shares" ordinary shares (not exceeding three in total) to be issued to an individual
in their capacity as an officer of the Company so that, prior to the Share
Consolidation, the Company's issued share capital will be exactly divisible by
20;
"Existing Options" options over Existing Ordinary Shares;
"Existing Ordinary Shares" the 1,333,585,397 Ordinary Shares in issue on the Latest Practicable Date;
"FCA" the Financial Conduct Authority of the UK;
"FSMA" the Financial Services and Markets Act 2000 (as amended);
"Fundraising" together, the Placing, the Investment and the Subscription (or any part of
them);
"Fundraising Shares" together, the Placing Shares, Investment Shares and Subscription Shares (or
any of them);
"General Meeting" the general meeting of the Company to be held at 10:00 a.m. on 14 July 2025 or
any adjournment thereof, notice of which will be set out within the Circular;
"Greenspan Investments" Greenspan Investments Limited, an entity wholly owned by the Green family and
in which Oliver Green and Theodore Green remain beneficially interested;
"Group" together, the Company and its subsidiary undertakings;
"Guarantor" Centaur Media plc;
"Intermediary" Cavendish Securities plc;
"Investment" the conditional subscription by the Investor of £1.05 million for 2,142,857
Investment Shares through the Placing;
"Investment Shares" the ordinary shares of £0.02 each in the capital of the Company to be
allotted pursuant to the Investment;
"Investor" Moonlight Graham Pty Ltd (ACN 650 085 902);
"Investor Option Shares" the Ordinary Shares over which the Investor shall from Admission have a call
option and the Company shall have a put option in accordance with the Put and
Call Option Agreement;
"Issue Price" 49 pence per New Ordinary Share;
"Latest Practicable Date" 24 June 2025, being the latest practicable date prior to the publication of
this announcement;
"London Stock Exchange" London Stock Exchange plc;
"MiniMBA" a global eLearning platform providing MBA-level education for marketing
professionals;
"MUFG" or "Registrar" MUFG Corporate Markets (UK) Limited, registered in England and Wales with
company number 02605568 and having its registered office at MUFG Corporate
Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL;
"New Ordinary Shares" together, the Consolidated Shares and the Fundraising Shares;
"Notice of General Meeting" the notice convening the General Meeting which forms part of the Circular;
"Ordinary Shares" ordinary shares of £0.001 each in the capital of the Company or, following
the Share Consolidation, ordinary shares of £0.02 each in the capital of the
Company (as applicable);
"Placees" persons who have agreed to subscribe for Placing Shares under the Placing;
"Placing" the conditional placing by Cavendish, as agent of and on behalf of the
Company, of the Placing Shares at the Issue Price pursuant to the Placing
Agreement;
"Placing Agreement" the conditional agreement dated 25 June 2025 between the Company, Cavendish
and the Intermediary relating to the Placing;
"Placing Resolution" resolution 2 set out in the Notice of General Meeting to be proposed at the
General Meeting to approve the allotment of the Placing Shares;
"Placing Shares" the ordinary shares of £0.02 each in the capital of the Company to be issued
pursuant to the Placing subject to, inter alia, the passing of the Share
Consolidation Resolution and the Placing Resolution;
"Put and Call Option" the put and call option to be granted pursuant to the Put and Call Option
Agreement;
"Put and Call Option Agreement" the put and call option agreement entered into by the Company with the
Investor on 25 June 2025, details of which are set out in the Circular;
"Record Date" 6.00 p.m. on 14 July 2025;
"Regulatory Information Service" a service approved by the London Stock Exchange for the distribution to the
public of AIM announcements and included within the list on the website of the
London Stock Exchange;
"Resolutions" the resolutions set out in the Notice of General Meeting;
"Restricted Jurisdictions" the United States, Canada, Australia, Japan, or South Africa or any other
jurisdiction where the extension or availability of the Placing would breach
any applicable law;
"Securities Act" the United States Securities Act of 1933, as amended;
"Seller" Xeim Limited, a wholly owned subsidiary of the Guarantor;
"Shareholders" registered holders of Ordinary Shares from time to time;
"Share Consolidation" the share consolidation proposed to be completed by the Company, details of
which are set out under the "Share Consolidation" heading in this
announcement;
"Share Consolidation Resolution" resolution 1 set out in the Notice of General Meeting to be proposed at the
General Meeting to approve the Share Consolidation;
"Subscription" the conditional subscription of 1,938,775 Subscription Shares by the Investor
at the Issue Price;
"Subscription Agreement" the agreement between the Company and the Investor relating to the
Subscription;
"Subscription Shares" the ordinary shares of £0.02 each in the capital of the Company to be
allotted pursuant to the Subscription on the terms of the Subscription
Agreement subject to, inter alia, the passing of the Share Consolidation
Resolution and the Placing Resolution;
"SocialChain" a global social media agency, connecting people and brands by using a
combination of creative social-first content and strategic marketing, now part
of Brave Bison;
"The Fifth" an influencer marketing agency previously owned by News UK, now part of Brave
Bison;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"uncertificated" or " in uncertificated form" a share or other security recorded on the relevant register of the share or
security concerned as being held in uncertificated form in CREST and title to
which, by virtue of the CREST Regulations, may be transferred by means of
CREST;
"US" or "United States" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and all other areas
subject to its jurisdiction; and
"£" UK pounds sterling, being the lawful currency of the United Kingdom.
Important notices
The distribution of this Announcement and any other documentation associated
with the Placing into jurisdictions other than the United Kingdom may be
restricted by law. Persons into whose possession these documents come should
inform themselves about and observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities
laws or regulations of any such jurisdiction. In particular, such documents
should not be distributed, forwarded to or transmitted, directly or
indirectly, in whole or in part, in, into or from the United States,
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction where to do so may constitute a violation of the securities laws
or regulations of any such jurisdiction (each a "Restricted Jurisdiction").
The Placing Shares have not been and will not be registered under the US
Securities Act 1933 (as amended) (the "US Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States and, accordingly, may not be offered, sold, resold, taken up,
transferred, delivered or distributed, directly or indirectly, within the
United States except in reliance on an exemption from 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 of the Placing Shares in the United States.
The Placing Shares are being offered and sold outside the US in reliance on
Regulation S under the US Securities Act. The Placing Shares have not been
approved or disapproved by the US Securities and Exchange Commission, any
state securities commission in the US or any other US regulatory authority,
nor have any of the foregoing authorities passed upon or endorsed the merits
of the offering of the Placing Shares or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal offence in
the US. In addition, offers, sales or transfers of the securities in or into
the US for a period of time following completion of the Placing by a person
(whether or not participating in the Placing) may violate the registration
requirement of the Securities Act.
The Placing Shares have not been and will not be registered under the relevant
laws of any state, province or territory of any Restricted Jurisdiction and
may not be offered, sold, resold, taken up, transferred, delivered or
distributed, directly or indirectly, within any Restricted Jurisdiction except
pursuant to an applicable exemption from registration requirements. There
will be no public offer of Placing in Australia, Canada, Japan, or the
Republic of South Africa.
This Announcement is for information purposes only and does not constitute or
form part of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in any jurisdiction and
should not be relied upon in connection with any decision to subscribe for or
acquire any of the Placing Shares (as the case may be). In particular, this
Announcement does not constitute or form part of any offer to issue or sell,
or the solicitation of an offer to acquire, purchase or subscribe for, any
securities in the United States.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No person has been authorised to give any information or to make
any representations other than those contained in this Announcement and, if
given or made, such information or representations must not be relied on as
having been authorised by the Company or Cavendish. Subject to the AIM Rules
for Companies, the issue of this Announcement shall not, in any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date of this Announcement or that the information contained
in it is correct at any subsequent date.
Cavendish, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company and no one
else in connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in relation to
the Placing and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any matters referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Cavendish by the Financial Services and Markets Act 2000 or the regulatory
regime established thereunder, Cavendish does not accept any responsibility
whatsoever for the contents of this Announcement, and makes no representation
or warranty, express or implied, for the contents of this Announcement,
including its accuracy, completeness or verification, or for any other
statement made or purported to be made by it, or on its behalf, in connection
with the Company or the Placing Shares or the Placing, and nothing in this
Announcement is or shall be relied upon as, a promise or representation in
this respect whether as to the past or future. Cavendish accordingly
disclaims to the fullest extent permitted by law all and any liability 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.
No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share of the Company for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share of the Company.
This Announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will", or "should" or, in each case, their negative or
other variations or comparable terminology. These forward-looking statements
include matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements regarding the
Directors' current intentions, beliefs or expectations concerning, among other
things, the Company's results of operations, financial condition, liquidity,
prospects, growth, strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances. Actual results and developments could
differ materially from those expressed or implied by the forward-looking
statements. Forward-looking statements may and often do differ materially
from actual results. Any forward-looking statements in this Announcement are
based on certain factors and assumptions, including the Directors' current
view with respect to future events and are subject to risks relating to future
events and other risks, uncertainties and assumptions relating to the
Company's operations, results of operations, growth strategy and liquidity.
Whilst the Directors consider these assumptions to be reasonable based upon
information currently available, they may prove to be incorrect. Save as
required by applicable law or by the AIM Rules for Companies, the Company
undertakes no obligation to release publicly the results of any revisions to
any forward-looking statements in this Announcement that may occur due to any
change in the Directors' expectations or to reflect events or circumstances
after the date of this Announcement.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements contained
within of Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such securities are: (i) compatible with an end target market of
investors who meet the criteria of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the Placing Shares may decline and investors could
lose all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, Cavendish will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
Neither the content of the Company's website nor any website accessible by
hyperlinks to the Company's website is incorporated in, or forms part of, this
Announcement.
Certain figures contained in this Announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum or percentage change of the numbers contained in
this Announcement may not conform exactly with the total figure given.
All references to time in this Announcement are to London time, unless
otherwise stated.
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