REG - Brave Bison Grp PLC - Acquisition and Trading Update

Brave BisonAnnouncement

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RNS Number : 8683Y  Brave Bison Group PLC  11 September 2025

The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Upon the publication of this announcement
via a Regulatory Information Service, this inside information is now
considered to be in the public domain.

 

 

11 September 2025

 

Brave Bison Group plc

 

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

 

Acquisition of MTM

 

and

 

Trading Update

 

Bolt-on strategy consulting and audience insights acquisition

 

Acquisition increases Brave Bison pro-forma EBITDA to £9.4 million

and increases underlying pro-forma EPS by 13% before synergies

 

Group expectations upgraded for FY25 and FY26

 

Brave Bison, the next-generation marketing and technology partner for global
brands, is pleased to announce that it has acquired the entire issued share
capital of MTM London Limited ("MTM") for an initial cash-and-share
consideration of £6 million.

 

Acquisition Highlights

 

-     MTM is a strategy and insights consultancy working with global
technology and media companies such as Google, Figma, Samsung and Spotify

 

-     Initial cash consideration of £5 million and initial share
consideration of £1 million. Further cash and share consideration of up to
£6 million payable over 5 years and self-funding, subject to continuing
employment and business performance. Total maximum consideration of £12
million

 

-     Acquisition increases Brave Bison pro-forma adjusted EBITDA to £9.4
million and underlying pro-forma basic EPS by 13%, before cost savings from
property and central overheads

 

-     Acquisition increases Brave Bison pro-forma net revenue to £44
million, more than double the £21 million reported in FY24 and more than 11x
the £4 million reported in FY20

 

-     Pro-forma adjusted basic EPS has increased by 38% since FY24, and
grown at a CAGR of 23% since FY21

 

-     Net debt at the end of FY25 expected to be £4-5 million, equivalent
to 0.5x pro-forma EBITDA

 

-     FY25 trading ahead of market expectations((1)) and FY26 Board
expectations upgraded as a result of the strong trading and the acquisition of
MTM. New customer wins including Primark, EQT, Tottenham Hotspur FC, EA Games
and Guinness World Records

 

About MTM

 

MTM is a strategy and insights consultancy. Customers include global
technology and media companies such as Google, Figma, Samsung and Spotify, as
well as sports rights holders including Formula E, and ECB.

 

MTM provides commercial strategy consulting and audience insight through
qualitative and quantitative research. MTM owns data platform 3 Reasons, a
proprietary forecasting model, as well as HEART, a growth framework for
subscription and digital services brands to improve customer retention.

 

MTM is a market leader in developer consultancy, having surveyed approximately
6,000 technical professionals over the last 3 years across mobile, cloud, web
and machine learning ecosystems. MTM leverages its global developer network to
conduct dedicated research into developer tools and services to better inform
product adoption.

 

Transaction Details

 

MTM shareholders will receive initial cash consideration of £5 million and
initial share consideration of £1 million satisfied through the issue of
1,600,000 new ordinary shares at an effective issue price of 62.5 pence per
share. The initial cash consideration is subject to customary working capital
adjustments.

 

Deferred share consideration of £2 million will be payable on the third
anniversary of completion, satisfied through the issue of 3,200,000 new
ordinary shares at a fixed issue price of 62.5 pence per share, subject to
continuing employment of the sellers and certain good/bad leaver provisions.
The initial share consideration issued to the sellers is subject to a lock up
of 3 years from completion, with carve out for settling tax liabilities.
Thereafter the sellers are restricted to selling no more than 50% of their
individual holding over a six-month period and all sellers are subject to
orderly market dealing restrictions.

 

In addition, the sellers are eligible for annual contingent consideration
payments over the next 5 years equal to a fixed percentage of annual EBITDA
above a hurdle. The hurdle is set at £0.8 million in the first year,
ratcheting upwards each year thereafter. The maximum annual payment is £0.8
million, and the maximum total payable is £4.0 million over 5 years. The
contingent consideration is self-funding and subject to continuing employment
of the sellers and certain good/bad leaver provisions. The maximum total
consideration payable pursuant to the acquisition is £12 million.

 

In order for the maximum contingent consideration of £4.0 million to be paid
to the sellers, MTM would need to generate cumulative EBITDA profits of £10.7
million in the 5 years post completion, from which Brave Bison would receive
£6.7 million, more than recouping the initial investment.

 

A total of 500,000 share options have been granted to senior members of the
MTM management team who are not participating materially in the contingent
consideration. The options have a strike price of 62.5 pence per share and
vest annually in equal tranches over the next three years.

 

Financial Highlights

 

In the year ending 31 December 2024, MTM generated net revenue of £8.3
million, adjusted EBITDA of £1.3 million and profit before tax of £0.7
million, inclusive of a £0.2 million goodwill impairment. In the year ending
31 December 2025, MTM is expected to generate net revenue of £7.9 million and
adjusted EBITDA of £1.3 million. MTM reported audited net assets of £3.1
million at 31 December 2024.

 

On a pro-forma basis, the acquisition of MTM increases Brave Bison FY25 net
revenue to £44 million and adjusted EBITDA to £9.4 million, compared to
£21.3 million and £4.5 million reported in FY24, respectively. Brave Bison
pro-forma adjusted basic EPS is expected to increase by at least 13%, and is
expected to increase by 38% since FY24.

 

After completion of the acquisition Brave Bison intends to centralise
overheads including property, finance, HR, marketing and IT. Cost savings
generated through this programme would be additive to current profit
expectations.

 

The acquisition will be funded through the Company's revolving credit facility
and existing cash resources. Net bank debt is expected to be £4-5 million at
31 December 2025, approximately 0.5x the enlarged Brave Bison pro-forma
EBITDA.

 

Trading Update

 

The Board expects to exceed current market forecasts for FY25, and increases
expectations for FY26((1)). MTM is anticipated to contribute positively from
completion and trading has been strong following a number of customer wins
during the year including Primark, EQT, Tottenham Hotspur FC, EA Games and
Guinness World Records.

 

Total Voting Rights

 

Application has been made for the initial consideration shares to be admitted
to trading on AIM ("Admission"). Admission is expected to occur at 8.00 a.m.
on or around 16 September 2025 and the new shares will, on issue, rank pari
passu in all respects with the Company's existing ordinary shares.

 

On Admission, the Company will have a total of 95,894,737 ordinary shares in
issue. No ordinary shares are held in treasury. The figure of 95,894,737 may
be used by the Company's shareholders as the denominator in the calculations
by which they will determine if they are required to notify their interest in,
or a change to their interest in, the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.

 

 

(1)   Market expectations prior to this announcement: FY25 net revenue of
£29.2m and adjusted EBITDA of £5.7m, FY25 pro-forma net revenue of £36.5m
and adjusted EBITDA of £8.1m

 

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

 

About Brave Bison

 

Brave Bison is a marketing and technology partner for global brands. With
operations across eight countries including the UK, India, Australia and
Egypt, Brave Bison provides customers with digital services, digital media and
marketing skills training.

 

The Group operates through two divisions: Digital Services and Digital
Content.

 

Digital Services comprises the Group's digital marketing operations. Trading
through dedicated brands including Brave Bison (performance media),
SocialChain (social & influencer marketing), Engage (Sport &
Entertainment) and MTM (strategy & insight), the Group works with global
brands and media rights holders across consultancy and execution. Customers
include New Balance, Primark and Google, as well as Formula 1, Real Madrid and
New Zealand Rugby.

 

Digital Content comprises the Group's operations to monetise digital content
through training and advertising. This division includes the Brave Bison media
network of YouTube, Facebook and Snap channels, as well as MiniMBA, 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.

 

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