REG - Brave Bison Grp PLC Mission Group PLC - Update on Possible Offer for The Mission Group plc

Brave BisonAnnouncement

10/06/2024 07:00

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RNS Number : 7025R  Brave Bison Group PLC  10 June 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

THIS ANNOUNCEMENT IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE " CODE").

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

FOR IMMEDIATE RELEASE.

 

10 June 2024

 

Brave Bison Group plc

 

("Brave Bison", together with its subsidiaries "the Group")

 

Update on Possible Offer

 

for

 

The Mission Group plc

 

No Intention to Make a Firm Offer

 

On 13 May 2024 Brave Bison announced it was considering an offer to acquire
The Mission Group plc (the "Possible Offer" and "Mission"). On 3 June 2024,
Brave Bison announced that it had submitted a revised proposal with enhanced
terms to Mission (the "Revised Proposal"), which was subsequently rejected by
the Mission Board on 6 June 2024.

 

The Revised Proposal provided for an exchange ratio of 13.9 Brave Bison shares
for each Mission share. Based on the undisturbed Brave Bison share price of
2.525 pence per share on 10 May, the Revised Proposal represented a value for
each Mission share of approximately 35.1 pence, representing a 55 per cent.
premium to the undisturbed share price of 22.7 pence on 10 May 2024. The
Revised Proposal also included a partial cash alternative of up to 50% of the
offer value.

 

As part of the potential transaction, Brave Bison stated its intention to pay
down a portion of Mission's £26.8 million of net debt to create a sustainable
capital structure for the enlarged company.

 

The Mission Board, led by the Chairman, rejected Brave Bison's attempts for
constructive dialogue and chose not to provide access to due diligence
information or key management personnel. Further, the Mission Board has not
offered an extension to the PUSU deadline by which Brave Bison would be
required to make a firm offer for Mission pursuant to Rule 2.7 of the Code.

 

The Board of Brave Bison is disappointed by the lack of engagement from the
Mission Board and does not believe that the Mission Board's strategy to
deleverage the business will deliver value for Mission shareholders in excess
of the Revised Proposal.

 

Brave Bison is a disciplined acquirer and is not willing to advance the
Possible Offer without due diligence or access to key management. As such,
Brave Bison confirms that it does not intend to make an offer for Mission
under Rule 2.7 of the Code. This is a statement to which Rule 2.8 of the Code
applies.

 

For the purposes of Note 2 on Rule 2.8 of the Code, Brave Bison, and any
person(s) acting in concert with it, reserve the right to make or participate
in an offer or possible offer for Mission (and/or take any other action which
would otherwise be restricted under Rule 2.8 of the Code) within six months of
the date of this announcement in the following circumstances:

 

a)   with the agreement of the Mission Board;

 

b)   following the announcement of a firm intention to make an offer for
Mission by or on behalf of a third party;

 

c)   following the announcement by Mission of a Rule 9 waiver proposal (as
described in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or
a reverse takeover (as defined in the Code); or

 

d)   where the Panel on Takeovers and Mergers has determined that there has
been a material change of circumstances.

 

For further information please contact:

 

Brave Bison Group
plc
via Hannam & Partners

Oliver Green, Executive
Chairman

Theo Green, Chief Growth Officer

Philippa Norridge, Chief Financial Officer

 

Hannam & Partners
 
Tel: +44 (0) 20 7907 8500

Financial Adviser

Andrew Chubb

Ernest Bell

Lucia Sviatkova

 

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

Nominated Adviser & Broker

Ben Jeynes

Dan Hodkinson

 

Powerscourt
 
Tel: +44 (0) 20 7250 1446

Financial PR

Elly Williamson

Pete Lambie

Ollie Simmonds

Bravebison@powerscourt-group.com (mailto:Bravebison@powerscourt-group.com)

 

Important information

 

This announcement does not constitute a prospectus or prospectus equivalent
document. This announcement is not intended to, and does not, constitute or
form part of any offer, invitation or the solicitation of an offer to
purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any
securities, or the solicitation of any vote or approval in any jurisdiction,
pursuant to this announcement or otherwise. Neither Brave Bison nor Mission
shareholders should make any investment decision in relation to the Possible
Offer except on the basis of certain offer documentation published by Brave
Bison and/or Mission in due course. Any offer, if made, will be made solely by
certain offer documentation which will contain the full terms and conditions
of any offer, including details of how it may be accepted.

 

The distribution of this announcement in jurisdictions other than the United
Kingdom and the availability of any offer to shareholders of Brave Bison who
are not resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of Brave Bison who
are not resident in the United Kingdom will need to inform themselves about,
and observe, any applicable requirements.

 

Disclaimer

 

H&P Advisory Ltd ("Hannam & Partners"), which is regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively for
Brave Bison and no-one else in connection with the possible offer and will not
be responsible to anyone other than Brave Bison for providing the protections
afforded to clients of Hannam & Partners nor for providing advice in
relation to the acquisition or any other matters referred to in this
announcement.

 

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively for Brave
Bison and no one else and will not be responsible to anyone other than Brave
Bison for providing the protections offered to clients of Cavendish or for
providing advice in connection with any matter referred to in this
Announcement. Neither Cavendish nor any of its affiliates (nor their
respective directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Cavendish in connection with this Announcement, any statement
contained herein, the Acquisition or otherwise. No representation or warranty,
express or implied, is made by Cavendish as to the contents of this
Announcement.

 

Forward-looking statements

 

This announcement and certain oral statements made regarding the Possible
Offer and other information published by Brave Bison containing statements
about Brave Bison, Mission and/or the combined group are or may be deemed to
be forward-looking statements. All statements other than statements of
historical facts included in this announcement, may be forward-looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims",
"intends", "hopes", "continues", "would", "could", "should", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar substance
or the negative thereof, are forward-looking statements. Forward-looking
statements include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future
prospects; and (ii) business and management strategies and the expansion and
growth of Brave Bison, Mission or the combined group's operations and
potential cost and operating synergies resulting from the Possible Offer.
These forward-looking statements are not based on historical fact and are not
guarantees of future performance. By their nature, such forward-looking
statements involve known and unknown risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ materially from
those projected or implied in any forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely. These factors include, but are not
limited to, changes in political and economic conditions, changes in levels of
capital investment, success of business and operating initiatives, the impact
of any acquisitions or similar transactions, changes in tenants' strategies
and stability, changes in the regulatory environment and fluctuations of
rates, and changes in tax rates. Except as expressly provided in this
announcement, they have not been reviewed by the auditors of Brave Bison or
Mission. Neither Brave Bison, nor any of its respective members, associates or
directors, officers, employees or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this announcement will actually occur.
Neither Brave Bison, nor any of its respective members, associates or
directors, officers, employees or advisers assumes any obligation to update or
correct the information contained in this announcement except as required by
applicable law. Due to such uncertainties and risks, readers are cautioned not
to place undue reliance on such forward-looking statements, which speak only
as of the date of this announcement. Brave Bison disclaims any obligation to
correct or update any forward-looking or other statements contained in this
announcement, except as required by applicable law or by the rules of any
competent regulatory authority, whether as a result of new information, future
events or otherwise.

 

No profit forecasts or estimates

 

Except as otherwise set out herein, nothing in this announcement (including
any statement of estimated synergies) is intended as a profit forecast or
estimate for any period and no statement in this announcement should be
interpreted to mean that earnings or earnings per share or dividend per share
for Brave Bison or Mission, as appropriate, for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share or dividend per share for Brave Bison or
Mission, as appropriate.

 

Sources & Bases of Information

 

1.   The indicative offer value per share of 35.10 pence has been calculated
with reference to the Brave Bison closing price of 2.525p as at 10 May 2024,
being the last trading day prior to the possible offer announcements released
by Brave Bison and Mission on 12 and 13 May 2024 respectively.

 

2.   The premium has been calculated by reference to a price of 22.7 pence
per Mission share, being the closing price on 10 May 2024 (being the last
trading day prior to the date of the Possible Offer announcement).

 

3.   30 April 2024 Mission net debt calculated as net bank debt of £22.2
million, acquisition obligations of £4.1 million and HMRC Time to Pay
agreement of £0.5, as announced by Mission on 13 May 2024.

 

 

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