REG - Centaur Media PLC - Conditional agreement for the sale of MiniMBA

Centaur MediaAnnouncement

25/06/2025 07:02

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RNS Number : 3353O  Centaur Media PLC  25 June 2025

Centaur Media plc

Incorporated in England and Wales

Registration number: 04948078

LEI: 2138005WK87G7DQRQI62

ISIN: GB0034291418

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, IN
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

25 June 2025

 

Centaur Media Plc

("Centaur" or the "Group")

 

Conditional agreement for the sale of MiniMBA

 

The Board of Centaur announces that, further to the announcements of 9 May
2025 and 20 June 2025 made by Brave Bison Group plc ("Brave Bison"), the Group
has signed a sale and purchase agreement (the "SPA") with Brave Bison for the
sale of The Mini Training Company Limited, comprising the trade and assets of
MiniMBA ("MiniMBA") for an enterprise value of £19 million (the
"Transaction").

Transaction Highlights:

 ·         The enterprise value of £19 million represents a multiple of 6.7x FY24
           Operating Profit

 ·         Brave Bison intends to fund the Transaction via a new revolving credit
           facility of £10 million of which £6m will be drawn from the facility; and a
           placing of new ordinary Brave Bison shares to existing and new investors
           raising £13.5m

 ·         The consideration for the Transaction is calculated on the basis of an
           enterprise value of £19m on a cash free, debt free basis, subject to
           customary adjustments in respect of certain amounts such as working capital,
           cash intercompany balances and external debts

 ·         The Transaction follows the announcement of 12 December 2024 stating that, led
           by Martin Rowland, Executive Chair, the Board of Centaur were to review
           Centaur's business operations and strategy and to maximise shareholder value

 ·         Unlocks significant shareholder value and provides cash to the Group for the
           benefit of all stakeholders. On receipt of the net proceeds, the Board intends
           to consult shareholders on the approach to return cash to shareholders

 ·         Concludes an extensive process conducted by the Board to dispose of MiniMBA
           and is the first step in the Board's stated strategy to maximise shareholder
           value

 ·         The Board views Brave Bison as a compelling strategic buyer of, and suitable
           custodian for, the employees and customers of MiniMBA on the next phase of its
           growth journey

 ·         Completion of the Transaction is expected to occur during July 2025, subject
           to the conditions outlined in this announcement.

This summary should be read in conjunction with the whole of this
announcement, including its Appendices. Certain capitalised terms in this
announcement bear the meanings set out in Appendix 4.

Martin Rowland, Executive Chair of Centaur, commented:

"Today's announcement represents a significant milestone in Centaur's pursuit
to maximise shareholder value. The Transaction follows the previously
announced review of the Group's operations and strategy with a fundamental
part of this review being to address the Board's desire to realise Centaur's
potential and to maximise shareholder value."

Use of Proceeds

Following Completion, it is the Board's intention to use the net proceeds from
the Transaction to return capital to shareholders and will consult with
shareholders before deciding how the proceeds will be returned. The quantum,
timing and form of any such return of capital shall be at the discretion of
the Board.

Further details of the Capital Return (including the quantum, timing and form)
will be announced in due course.

Next steps and timetable

Completion of the Transaction is conditional, inter alia, on (i) approval by
Brave Bison's shareholders of the resolutions required to implement the
placing of new Brave Bison ordinary shares; and (ii) the placing agreement to
part fund the acquisition not having been terminated and becoming otherwise
unconditional.

Completion is expected to take place in July 2025 and the Group will make
further announcements in due course.

Enquiries

Centaur Media plc

Martin Rowland, Executive
Chair
 
                020 7970 4000

Simon Longfield, Chief Financial Officer

 

Singer Capital Markets - Broker

Phil Davies
 
 
 
                020 7496 3000

James Fischer

 

About Centaur

Centaur is an international provider of business information, learning and
specialist consultancy within the marketing and legal professions that
inspires and enables people to excel at what they do, to raise their
aspirations and to enable our clients to deliver better performance.

 

Further Information

Background to and reasons for the Transaction

About MiniMBA

MiniMBA courses distil modules of a full MBA programme into easily digestible
and thoroughly engaging content. The courses deliver marketing education in a
format that is MBA-level, applied and flexible, empowering marketers at all
stages of their careers. The current curriculum includes 12-week courses in
Marketing and Brand Management with on-demand modules led by Professor Mark
Ritson, and a third 12-week course launched in 2023 in Management, a course
designed to give marketers the essential skills to make it in the boardroom.

Since its launch in 2016, the MiniMBA has grown to be Centaur's largest brand
with over 38,000 learners from across the globe driven by corporate multi-seat
packages and online sales. Today, MiniMBA is a market leader in professional
marketing education.

The MiniMBA delivered a strong performance in 2024, growing revenues by 5% to
£10.7m. This included growth in the MiniMBA in Marketing course and two
cohorts of the MiniMBA in Management course. This was driven by a 22%
increase in corporate sales, with new blue-chip clients including Nestle,
Carlsberg, Michelin and Sephora. Corporate client engagement was supported by
the launch of a new skills assessment tool, allowing corporate clients to
track the capability uplift of teams undertaking the MiniMBA courses.

In 2024, MiniMBA completed a successful refilm of the MiniMBA in Marketing
course, with updates to core teaching and case studies. This supported the
brand's strong learner feedback, with NPS across the Marketing and Brand
courses remaining at an industry-leading average of +76. AI assisted
assessment has been successfully incorporated into the MiniMBA in Marketing,
increasing product efficiency.

Looking ahead, corporate customers remain a key lever for growth. The segment
performed strongly in 2024, with further opportunities to expand the number of
corporate clients and grow existing partner relationships. The number of
international markets continues to expand where the MiniMBA courses are made
available through increased marketing, sales and partnership arrangements
whilst continuing to develop additional courses to meet the demand of
customers and widen the penetration of the market opportunity that exists.
Additional ways that AI based technologies can enhance our learner experience
are being explored including AI tutor support, enabling 24/7 tailored learning
assistance, explaining concepts and answering questions, as well as additional
language versions of our courses.

The MiniMBA courses that started in H1 FY25 are showing a year-on-year
increase in delegate numbers of 3% and a 3% increase in revenue. This
performance is driven by a 32% increase in corporate customer delegates,
offset by a 14% decrease in ecommerce delegates together with a 1% decline in
yield per delegate.

Effect of the Transaction on the Group

Following Completion, Centaur's Group will no longer receive the profit and
cash contributions that MiniMBA has made to the consolidated Group. The
Continuing Group will consist of eight marketing brands - Marketing Week,
Festival of Marketing, Creative Review, Econsultancy, Influencer Intelligence,
Fashion & Beauty Monitor, Foresight News and Oystercatchers - supporting
the marketing sector and The Lawyer providing information to the legal sector.

With the ability to make centralised cost savings during H2 2025, the Board
believes the Group is well-positioned to continue enhancing the reputation of
its brands to maximise shareholder value while remaining our customers'
partner of choice for business intelligence and specialist consultancy in the
marketing and legal sectors.

Further details of the Transaction

Further details of the principal terms of the Transaction are set out in
Appendix 1 to this announcement.

The Transaction, because of its size in relation to Centaur, constitutes a
'Significant Transaction' for the purposes of the UK Listing Rules made by the
Financial Conduct Authority (the "FCA") for the purposes of Part VI of the
Financial Services and Markets Act 2000 (as amended), which came into effect
on 29 July 2024 (the "UKLRs") and is therefore notifiable in accordance with
UKLR 7.3.1R and 7.3.2R. In accordance with the UKLRs, the Transaction is not
subject to shareholder approval.

Board's views on the Transaction

The Board of Centaur believes that the Transaction represents a positive
outcome for all stakeholders, delivering substantial cash consideration, fully
reflecting the intrinsic value of MiniMBA and providing strong foundations
that will underpin the future strategy of the Continuing Group. Therefore, the
Board believes that the Transaction is in the best interests of Centaur's
shareholders as a whole.

IMPORTANT NOTICES

This announcement has been issued by, and is the sole responsibility of,
Centaur.

This announcement contains inside information as defined under assimilated
Regulation (EU) No. 596/2014 which is part of the laws of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended) ("MAR").
The person responsible for arranging the release of this announcement on
behalf of Centaur is Martin Rowland.

No offer or solicitation

This announcement is not a prospectus and does not constitute or form part of
any offer or invitation to purchase, acquire, subscribe for, sell, dispose of
or issue, or any solicitation of any offer to purchase, acquire, subscribe
for, sell, dispose of or issue, any security.

Overseas jurisdictions

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to the laws of other jurisdictions should
inform themselves of, and observe, any applicable restrictions or
requirements. Any failure to comply with these restrictions may constitute a
violation of securities laws of any such jurisdictions. To the fullest extent
permitted by law, Centaur's disclaims all and any responsibility or liability
for the violation of such restrictions by such person.

Forward-looking statements

This announcement includes 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', 'anticipates', 'targets', 'aims',
'continues', 'expects', 'intends', 'hopes', 'may', 'will', 'would', 'could' or
'should' or, in each case, their negative or other variations or comparable
terminology.

These forward-looking statements include matters that are not facts. They
appear in a number of places throughout this announcement and include
statements regarding the Directors' intentions, beliefs or current
expectations concerning, amongst other things, the Group's and, following
Completion, the Continuing Group's results of operations, financial condition,
prospects, growth, strategies and the industries in which the Group and,
following Completion, the Continuing Group operate. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances.

A number of factors could cause actual results and developments to differ
materially from those expressed or implied by the forward-looking statements,
including, without limitation: conditions in the markets; the market position
of each of the Group and, following Completion, the Continuing Group;
earnings, financial position, cash flows, return on capital and operating
margins of the Group and, following Completion, the Continuing Group;
anticipated investments and capital expenditures of the Group and, following
Completion, the Continuing Group; changing business or other market
conditions; and general economic conditions. These and other factors could
adversely affect the outcome and financial effects of the plans and events
described herein. Forward-looking statements contained in this announcement
based on past trends or activities should not be taken as a representation
that such trends or activities will continue in the future. Subject to any
requirement under the UKLRs, the FCA's Disclosure Guidance and Transparency
Rules or any other applicable law or regulation, neither Centaur nor Singer
Capital Markets or any other adviser of Centaur undertakes any obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Investors should not place undue
reliance on forward looking statements, which speak only as of the date of
this announcement.

No profit forecast

Nothing in this announcement 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 Centaur 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
Centaur.

Rounding

Certain figures included in this announcement have been rounded. Accordingly,
figures shown for the same category may vary slightly and figures shown as
totals may not be an arithmetic aggregation of the figures that precede them.

 

APPENDIX 1 - PRINCIPAL TERMS OF THE TRANSACTION

Parties and structure

The Transaction is governed by a share purchase agreement entered into between
the Centaur Group and Brave Bison 2021 Limited (the "Purchaser") on  24  June
2025 (the "Share Purchase Agreement"). Pursuant to the Share Purchase
Agreement and subject to the Conditions (as defined below), the Centaur Group
has agreed to sell and the Purchaser has agreed to purchase all of the shares
of The Mini Trading Company Limited.

Conditions

The Completion of the Transaction is subject to:

 ·         approval by Brave Bison (the Purchaser's parent company) shareholders of the
           resolutions required to implement the placing of new Brave Bison ordinary
           shares (the "Placing"); and

 ·         the placing agreement for the Placing to part fund the acquisition not having
           been terminated and becoming otherwise unconditional,

           (the "Conditions").

 

If all of the Conditions have not been satisfied or (where applicable) waived
by the Purchaser within 25 days of the date of the Share Purchase Agreement (
before  21 July 2025) (or such later date as the parties may agree), the
Share Purchase Agreement shall terminate and Completion will not occur.

Centaur has also provided customary undertakings relating to the operation of
the business that is the subject of the Transaction in the period pending
Completion.

The Purchaser and Brave Bison have agreed to various commitments relating to
the satisfaction of the Conditions.

Consideration

The consideration for the Transaction is calculated on the basis of an
enterprise value of £19m subject to customary adjustments in respect of
certain amounts such as working capital, cash intercompany balances and
external debts.

Warranties and indemnities

Centaur is providing customary business warranties pursuant to the Share
Purchase Agreement relating to the MiniMBA business and assets.

Centaur has given certain fundamental warranties pursuant to the Share
Purchase Agreement relating to matters such as its title to the share capital
of MiniMBA.

Centaur is also giving certain warranties and indemnities in respect of tax
pursuant to the tax deed.

The Share Purchase Agreement limits the liability of Centaur for claims in
respect of the business warranties and the tax deed to £1, except in the case
of a claim arising out of fraud or fraudulent concealment by Centaur.

Other matters

Centaur has provided certain non-compete undertakings not to be engaged or
concerned or interested in any business competing with the business that is
the subject of the Transaction within two years, as well as non-solicit
undertakings regarding customers and employees of the business that is the
subject of the Transaction.

Governing law and jurisdiction

The Share Purchase Agreement is governed by English law and the parties have
agreed that the courts of England shall have exclusive jurisdiction to hear
and decide any dispute in connection with the Share Purchase Agreement.

 

APPENDIX 2 - HISTORICAL FINANCIAL INFORMATION RELATING TO MINIMBA

INCOME STATEMENT FOR MINIMBA FOR THE YEARS ENDED 31 DECEMBER 2023 AND 31
DECEMBER 2024

                      Year ended 31 December (unaudited)
                      2024                2023
                      £m                  £m

 Revenue              10.7                10.2
 Net operating costs  (7.9)               (6.4)

 Operating profit     2.8                 3.8

 Profit before tax    2.8                 3.8

 

CONSOLIDATED BALANCE SHEET FOR MINIMBA AT 31 DECEMBER 2024

                              As at
                              31 December 2024
                              (unaudited)
                              £m
 Non-current assets
 Other intangible assets      0.9
                              0.9

 Current assets
 Trade and other receivables  0.2
                              0.2
 Total assets                 1.1

 Current liabilities
 Trade and other payables     (1.9)
 Deferred income              (0.8)
                              (2.7)
 Net current liabilities      (2.5)

 Net liabilities              (1.6)

 

Basis of preparation

The unaudited historical financial information relating to MiniMBA that was
previously a division of Xeim Limited, a Centaur Group company, has been
extracted without material adjustment from the schedules that support the
audited consolidated financial information of Centaur Media plc as at and for
the two financial years ended 31 December 2024. Group overhead costs have been
allocated to MiniMBA on an appropriate basis, depending on the nature of the
costs, including in proportion to revenue or headcount. As a division of Xeim
Limited, no allowance for tax has been specifically identified relating to
MiniMBA.

The unaudited historical financial information as presented has been prepared
using the accounting policies of Centaur Media plc, as adopted in the
published consolidated financial statements for each of the financial years
presented. These accounting policies comply with UK-adopted International
Accounting Standards. The Directors consider that this approach provides a
reasonable basis for the presentation of the unaudited historical financial
information for MiniMBA.

 

APPENDIX 3 - ADDITIONAL INFORMATION

1. Risk Factors

 

The risks disclosed below are those which Centaur considers are material to
the proposed Transaction, will be material to the Continuing Group as a result
of the proposed Transaction, or are existing material risk factors to the
Group which will be impacted by the proposed Transaction.

 

RISKS RELATING TO THE TRANSACTION

 

a) The Transaction may be delayed or fail to proceed to Completion

 

Completion is subject to, and can only occur upon, the satisfaction of the
conditions precedent, including:

 

·    approval by Brave Bison (the Purchaser's parent company) shareholders
of the resolutions required to implement the placing of new Brave Bison
ordinary shares (the "Placing"); and

·    the placing agreement for the Placing to part fund the acquisition
not having been terminated and becoming otherwise unconditional.

There can be no assurance that each of the conditions described above will be
satisfied (or waived, if applicable) and therefore, the Transaction may not
proceed to Completion.

 

Completion is also subject to Centaur and the Purchaser having delivered
certain deliverables prior to or on the date of Completion. Any failure on the
part of Centaur and/or the Purchaser to comply with any of the aforementioned
obligations could result in the Transaction being delayed or not completing at
all.

 

If the Transaction does not proceed to Completion, the Group will not receive
the consideration from, and may not receive any other potential benefits of,
the Transaction. This may erode confidence among shareholders and other
relevant stakeholders which could, in turn, have a material adverse effect on
the business, financial condition, operating results or prospects of the
Group. In addition, there can be no guarantee that Centaur will be able to
agree another transaction involving MiniMBA on terms which are more equivalent
to, or more favourable than, the terms of the Transaction.

 

b) If the Transaction does not complete, the Group would lose the benefits of
the sale proceeds and incur transaction costs

 

If the Transaction does not complete, the Group will not receive the cash
proceeds from, nor realise any of the potential benefits of, the Transaction.
In such circumstances, the transaction and other costs incurred by the Group
in connection with the Transaction (including the costs of negotiating the
Share Purchase Agreement) would not be offset by such cash proceeds.

 

Furthermore, Centaur's ability to deliver shareholder value may be prejudiced
such that Centaur will not be able to deploy the proceeds from the Transaction
and it may impact the perceived value of MiniMBA to investors. Either or both
of these could have a material adverse effect on the business, financial
condition, operating results or prospects of the Group.

 

c) There may be an adverse impact on the Group's reputation

 

If the Transaction does not proceed, there may be an adverse impact on the
reputation of the Group due to amplified investor, customer, supplier,
employee and media scrutiny arising in connection with the proposed
Transaction. Any such reputational risk could adversely affect the business,
financial condition, operating results or prospects of the Group.

 

d) If the Transaction completes, Centaur may incur liability under the Share
Purchase Agreement

 

The Share Purchase Agreement contains customary warranties, indemnities,
covenants and other contractual protections given by Centaur in favour of the
Purchaser. The Purchaser has undertaken a customary due diligence exercise and
has put in place a warranty and indemnity insurance policy ("W&I
Insurance") in respect of certain liabilities of Centaur typical for a
transaction of this nature. However, such W&I Insurance may not operate so
as to preclude the possibility of claims being made against Centaur.

 

There is also the potential for other claims that are not subject to the
W&I Insurance to be made against Centaur under the Share Purchase
Agreement and related documents, including in respect of a breach of contract
claim, a breach of confidentiality claim or a claim under certain of the
indemnities.

 

Although the Share Purchase Agreement contains customary limitations relating
to the liability of Centaur, any liability to make a payment arising from a
successful claim by the Purchaser under any of the relevant provisions of the
Share Purchase Agreement would reduce the consideration and could have an
adverse effect on the business, financial condition, cash flow or prospects of
the Group.

 

NEW MATERIAL RISKS RELATING TO THE CONTINUING GROUP

 

a) Centaur will be less diversified and its revenue stream will be reduced,
which may be less attractive to investors following Completion

 

The Transaction involves a material change to the Group's business and the
Continuing Group will be smaller as a result. Following Completion, the
Continuing Group will be less diversified and will be more susceptible to
adverse developments in its continued operations. A material change in the
trading, operations or outlook of the Continuing Group may have an adverse
effect on the business, financial condition, operating results or prospects of
the Continuing Group.

 

This could have a significant impact on Centaur's share price and may mean
that Centaur is less attractive to investors. This could also result in
Centaur being more susceptible to adverse economic changes than would have
been the case prior to the Transaction and Centaur could be more vulnerable to
a takeover approach, which may have adverse consequences for shareholders
(whether by reason of resulting share price fluctuation or a change in
ownership of Centaur on terms unfavourable or potentially unfavourable to
existing shareholders).

 

b) There may be an adverse impact on the Group's reputation

 

Should the Transaction proceed, there may be an adverse impact on the
reputation of the Group due to amplified investor, customer, supplier,
employee and media scrutiny arising in connection with the Transaction. Any
such reputational risk could adversely affect the business, financial
condition, operating results or prospects of the Group.

 

EXISTING MATERIAL RISKS TO THE CENTAUR GROUP THAT WILL BE IMPACTED BY
TRANSACTION

 

a)  The Continuing Group may not be able to realise its strategy

 

There is no certainty and no representation or warranty is given by any person
that the Continuing Group will be able to achieve any of its strategic aims or
returns referred to in this announcement. In addition, the financial
operations of the Continuing Group may be adversely affected by general
economic conditions, by conditions within the global financial markets
generally or by the particular financial condition of other parties doing
business with the Continuing Group.

 

b)  The market price of Ordinary Shares may fluctuate on the basis of market
sentiment surrounding the Transaction

 

The value of an investment in the Ordinary Shares may go down as well as up
and can be highly volatile. The price at which the Ordinary Shares may be
quoted, the price which investors may realise for their Ordinary Shares and
general liquidity in the market for the Ordinary Shares will be influenced by
a large number of factors, some specific to the Continuing Group and its
operations and some which may affect the industry, markets and segments in
which the Group operates as a whole, other comparable companies or publicly
traded companies as a whole. The sentiment of the stock market (both over the
long and short-term) regarding the Transaction is one such factor which could
lead to the market price of the Ordinary Shares going up or down as well as
impacting liquidity in the Ordinary Shares.

 

The other factors that may affect Centaur's share price include, but are not
limited to, (a) actual or anticipated fluctuations in the financial
performance of the Continuing Group or its competitors, (b) market
fluctuations, (c) legislative or regulatory changes in the markets and
segments in which the Continuing Group operates, and (d) the fluctuation in
national and global political, economic and financial conditions.

 

2. Material Contracts

 

Continuing Group

 

The following is a summary of each contract (not being a contract entered into
in the ordinary course of business) to which Centaur or any other member of
the Continuing Group is or has been a party: (i) within the two years
immediately preceding the date of this announcement which is, or may be,
material to the Continuing Group; or (ii) at any time, which contains
provisions under which Centaur or any other member of the Continuing Group has
any obligation or entitlement which is, or may be, material to the Continuing
Group:

 

a)  Share Purchase Agreement

 

A summary of the Share Purchase Agreement is set out in Appendix 1 of this
announcement.

 

3. Legal or Arbitration Proceedings

 

There are no governmental, legal or arbitration proceedings (including any
such proceedings which are pending or threatened of which the Board is aware)
during a period covering at least the previous 12 months preceding the date of
this announcement which may have, or have had in the recent past, a
significant effect on MiniMBA and/or the Continuing Group's financial position
or profitability.

 

4.   Significant Change

 

i. Continuing Group

 

There has been no significant change in the financial position or financial
performance of the Continuing Group since 31 December 2024, being the end of
the last financial period for which audited financial statements have been
published.

 

ii. MiniMBA

 

There has been no significant change in the financial position or financial
performance of MiniMBA since 31 December 2024, being the end of the last
financial period for which the historical financial information relating to
MiniMBA in Appendix 2 of this announcement was prepared.

 

5.   Related Party Transactions

 

Save as disclosed in Centaur's previously published annual reports and
financial statements Centaur has not, during the period since 31 December
2024, entered into any related party transactions which are relevant to the
Transaction.

 

 

APPENDIX 4 - DEFINITIONS

The following definitions apply in this document unless the context otherwise
requires:

 

 "Board"                       the board of directors of Centaur
 "Centaur"                     Centaur Media plc
 "Completion"                  the completion of the Transaction in accordance with the terms of the Share
                               Purchase Agreement
 "Conditions"                  the conditions as set out in the Share Purchase Agreement which are more fully
                               described in Appendix 1 of this announcement
 "Continuing Group"            the Group excluding MiniMBA
 "Directors"                   the directors of Centaur and "Director" means any one of them
 "FCA"                         the Financial Conduct Authority
 "FY24"                        the financial year ended 31 December 2024
 "FY25"                        the financial year ending 31 December 2025
 "Group"                       Centaur and its subsidiary undertakings from time to time
 "MAR"                         assimilated Regulation (EU) No. 596/2014 which is part of the laws of the
                               United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as
                               amended)
 "MiniMBA"                     The Mini Training Company Limited, comprising the trade and assets of MiniMBA
                               previously a division of Xeim Limited
 "Official List"               the official list of the FCA
 "Ordinary Shares"             ordinary shares of 10 pence each in the capital of Centaur
 "Purchaser" or "Brave Bison"  Brave Bison Group plc
 "Share Purchase Agreement"    the share purchase agreement between Centaur and the Purchaser dated  24  June
                               2025
 "Transaction"                 the proposed disposal of MiniMBA to the Purchaser
 "UKLRs"                       the UK Listing Rules made by the FCA for the purposes of Part VI of the
                               Financial Services and Markets Act 2000 (as amended), which came into effect
                               on 29 July 2024
 "W&I Insurance"               warranty and indemnity insurance

 

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