REG - Brave Bison Grp PLC - Acquisition & Trading Update

Brave BisonAnnouncement

09/12/2024 07:00

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RNS Number : 2344P  Brave Bison Group PLC  09 December 2024

9 December 2024

 

 Brave Bison Group plc

 

("Brave Bison" and the "Company")

 

Acquisition & Trading Update

 

Acquisition of sports marketing business Engage for up to £10.6 million

in cash and shares over three years

 

Combination with existing media network to create enlarged

Sports & Entertainment division with £16 million in pro-forma turnover

 

FY24 trading in-line with market expectations of £3.6 million Adj. EBIT

 

Brave Bison, the digital advertising and technology services company, today
announces that it has entered into an agreement to acquire the entire issued
share capital of Engage Digital Partners Limited ("Engage"). Engage is a
global sports marketing company that works with the world's largest sports
brands and federations including Formula 1, ICC, Real Madrid and New Zealand
Rugby.

 

Engage will combine with Brave Bison's existing network of channels, which
already benefits from partners such as PGA Tour, Ryder Cup, US Open,
Australian Open, CPLT20 and Le Mans. The combination will create an enlarged
sports & entertainment division for Brave Bison partnering with channels
across football, cricket, motorsports, tennis, golf, e-sports and rugby, and
totalling £16 million in pro-forma turnover.

 

The aggregate consideration for the acquisition totals up to £10.6 million,
comprising an initial enterprise value of £2.1 million, equity consideration
of £2.0 million ((1)) and contingent consideration of up to £6.5 million
over three years subject to performance conditions.

 

Vesting of the equity consideration is subject to Brave Bison achieving a
minimum share price of 3 pence per share, Group financial performance targets
and a three-year holding period. The contingent consideration is self-funding
and structured such that the contingent payments are only made once Brave
Bison has recouped its original investment.

 

About Engage

 

Engage was established by Gregg Oldfield following a management buyout from
Endemol Sport in 2012. The business has a total headcount of 130 and has
offices in London, Dubai, India and Australia, a geographical footprint that
allows partners to benefit from 24-hour "follow the sun" service delivery.

 

Engage uses a combination of proprietary technology, digital strategy and
content creation to help sports federations and rights holders drive better
engagement from their fans and take a more personalised approach to building
audiences, driving ticket sales and striking more lucrative commercial
partnerships.

 

In the 12 months ending 31 December 2024, Engage is expected to generate £6.9
million of turnover and an adjusted EBITDA loss of £0.3 million. Following a
restructuring and integration programme, Engage is expected to be earnings
accretive for Brave Bison over the medium term.

 

The acquisition, which is expected to complete in early January 2025, will be
funded by Brave Bison's cash resources.

 

Trading Update

 

Trading in the second half of 2024 has been in-line with expectations and the
Board anticipates that Brave Bison will meet current market forecasts for FY24
of approximately £3.6m of Adjusted EBIT.

 

Following the acquisition, the Company is now expected to report net cash of
approximately £7.0m at the end of FY24.

 

Oliver Green, Executive Chairman of Brave Bison, commented:

 

"Engage boast an enviable client roster including Formula 1, ICC and Real
Madrid, and deep expertise in sports media and digital content strategy. This
combination comes at a time when rights holders and sports federations are
looking to maximise their IP, boost fan engagement and really drive commercial
performance using a more data driven approach. We look forward to working with
Gregg and Casey, as well as the best-in-class Engage team"

 

----------

 

(1)  The Engage vendors have been granted 66,666,666 warrants to subscribe
for new ordinary shares in Brave Bison (the "Engage Warrants") that are
eligible for exercise between 3 January 2028 and 23 January 2028. The Engage
Warrants will only vest if the mid-market price per Brave Bison ordinary share
exceeds 3 pence, and if the Group has met certain financial targets at the
time of exercise. Brave Bison will have the right to settle the Engage
Warrants in cash at its discretion.

 

For further information please contact:

 

Brave Bison Group plc 

Oliver Green, Executive Chairman
 
via Cavendish

Theo Green, Chief Growth Officer 

Philippa Norridge, Chief Financial Officer 

 

Cavendish Capital Markets Limited
 
Tel: +44 (0) 20 7220 0500

Nominated Adviser & Broker 

Ben Jeynes 

Dan Hodkinson 

 

About Brave Bison 

 

Brave Bison is different beast: a digital media, marketing and technology
company purpose built for the digital era. Headquartered in London with hubs
in Manchester, New York, Cape Town, Bulgaria and Egypt, Brave Bison boasts a
globally distributed team across 8 countries. The company's unique position as
both a digital media owner and a marketing and technology partner allows it to
own and operate its own channels and communities while providing clients with
a comprehensive suite of advertising and technology services to reach digital
native audiences.

 

Brave Bison's clients are serviced through four divisions: Brave Bison
Performance, Brave Bison Commerce, Brave Bison Media Network and SocialChain.

 

Each of these divisions are industry leaders in their fields-from creating
thumb-stopping social media content that generates its own advertising revenue
to providing digital advertising, technology, creative and commerce services
to renowned global brands such as Panasonic, New Balance, Primark, and
Samsung. With over 450 channels, including PGA Tour and US Open on YouTube,
The Hook on TikTok, and Slick and VSatisfying on Snap Discover, the Brave
Bison media network garners approximately 1 billion average monthly views.

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