REG - Brave Bison Grp PLC Mission Group PLC - Update on Possible Offer for Mission
03/06/2024 16:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240603:nRSC9200Qa&default-theme=true
RNS Number : 9200Q Brave Bison Group PLC 03 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 UNDER RULE 2.4 OF THE UK CITY CODE ON
TAKEOVERS AND MERGERS (THE UK CODE) AND IS NOT AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
3 June 2024
Brave Bison Group plc
("Brave Bison" or the "Company", together with its subsidiaries "the Group")
Update on Possible Offer
for
The Mission Group plc
Revised Proposal
and
Partial Cash Alternative
Further to the announcement made by Brave Bison on 12 May 2024 regarding the
possible offer for The Mission Group plc ("Mission" and the "Possible Offer"),
Brave Bison provides the following update.
Revised Proposal
Having consulted with Mission's Board and shareholders, Brave Bison submitted
a revised proposal to Mission on 25 May 2024 (the "Revised Proposal").
Under the Takeover Code, Brave Bison has until 9 June 2024 to either announce
a firm intention to make an offer for Mission or to announce it has no
intention to make an offer, unless this deadline is extended with the consent
of Mission and the Panel.
Without an extension to the deadline, Brave Bison does not believe the
Possible Offer can be progressed further and is seeking an extension to the
offer deadline to facilitate a constructive discussion between the parties.
The Board of Mission have not provided a written response to the Revised
Proposal since receiving it on 25 May 2024.
Mission shareholders who are interested in seeing Brave Bison announce a firm
offer for Mission are invited to contact the Boards of Mission and Brave Bison
to express their support for an extension to the offer deadline. The Board of
Brave Bison can be reached by email at investors@bravebison.com
(mailto:investors@bravebison.com) .
Revised Proposal Terms
The terms of the Revised Proposal provide 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 2024, the Revised Proposal represents a value for each Mission share of
approximately 35.1 pence, and values the entire issued and to be issued share
capital of Mission at £32.3 million, representing a premium of:
· 55 per cent. to the undisturbed closing price of 22.7 pence on 10
May 2024;
· 63 per cent. to the 60-day volume-weighted average price of 21.6
pence; and
· 95 per cent. to the closing price on 25 March 2024 of 18 pence,
being the date of first approach.
At the increased exchange ratio, Mission shareholders would own, in aggregate,
approximately 50 per cent. of the combined company equity on completion.
The Revised Proposal represents a 21 per cent. increase when compared to the
initial proposal outlined by Mission on 13 May 2024.
The Revised Proposal implies an enterprise value for Mission of £59.1
million, inclusive of £26.8 million net debt (as at April 2024). Based on
Mission's reported FY23 Adjusted EBIT of £6.5 million, the Revised Proposal
values Mission at 9.1x EV/EBIT.
In relation to Brave Bison's initial proposal, the Mission Board had expressed
concerns that Mission's contribution to the combined business is not reflected
in the respective valuations of each business. The Revised Proposal places an
enterprise value on Mission equivalent to 70 per cent. of the combined company
enterprise value((1)) on completion, which is commensurate with Mission's 71
per cent. contribution to the combined company Adjusted EBITDA (FY23). Mission
would contribute 54 per cent. to the combined company Adjusted Profit Before
Tax (FY23).
Partial Cash Alternative
The terms of the Revised Proposal would make available to Mission shareholders
a partial cash alternative for those shareholders who prefer to realise a
portion of their investment in cash.
The partial cash alternative would be for a maximum of 50 per cent. of the
offer value, equivalent to the value, in cash, of 6.95 Brave Bison shares
based on the closing price the trading day prior to the date on which the firm
offer is made (being 50 per cent. of the exchange ratio of 13.9). The
remainder of the consideration would be in Brave Bison shares.
The cash alternative would be made available to Mission shareholders on an
elective basis and would be supported by a mix-and-match facility allowing
shareholders to elect to receive more cash or shares, subject to equal and
opposite elections being made by other shareholders. To the extent that
certain shareholders elect to receive all, or a higher proportion, of Brave
Bison shares as consideration, other shareholders who elect to receive more
cash could receive more than their pro-rata share of the total cash
consideration in cash.
Mission Value Restoration Plan
Brave Bison notes from Mission's announcement on 13 May 2024 that Mission's
net debt has increased from £25.2 million as at 31 December 2023 to £26.8
million as at 30 April 2024.
Net debt at Mission has increased by £1.6 million in the first four months of
2024, despite Mission reporting initial cash consideration of £1 million from
the sale of its interest in Pathfindr Limited, as announced on 5 January 2024.
Brave Bison also notes that Mission's net debt was £25.5 million as at 20
October 2023, as announced on 23 October 2023. Net debt at Mission has not
decreased in the approximately six months between 23 October 2023 and 30 April
2024, implying that Mission's stated Value Restoration Plan, comprising a
series of cost saving initiatives and business disposals (including the sale
of Mission's interest in Pathfindr Limited for £1 million), has not had the
desired effect of deleveraging the business.
In FY23, Mission paid approximately £2.5m in net finance costs, in addition
to approximately £475k of costs in relation to refinancing its bank facility.
Potential Fundraising to Reduce Debt
In the Revised Proposal, Brave Bison confirmed that it intended to undertake a
placing of new ordinary shares in the enlarged group in order to repay a
proportion of Mission's outstanding debt. Subject to the availability of
suitable terms, Brave Bison would intend to conduct such a placing on an
underwritten basis.
The placing would be undertaken by the combined company following a successful
recommended offer, with the underwriting in place from the time at which a
firm recommended offer is announced.
The amount raised through the fundraising would be determined following
completion of due diligence, and would be designed to optimise the capital
structure of the combined business.
It is Brave Bison's intention to explore opportunities to allow both existing
Mission and Brave Bison shareholders the opportunity to participate in any
such fundraising in a way which affords all shareholders fair and equivalent
treatment. The fundraising would also be marketed to potential new
institutional investors.
Benefits to Mission Shareholders
The Board of Brave Bison believes Mission shareholders should evaluate the
potential benefits of the Possible Offer against Mission's prospects as a
standalone company. The key considerations for Mission shareholders, in the
opinion of the Board of Brave Bison, can be summarised as follows:
Mission Standalone Combination with Brave Bison
· 100% shareholding in Mission, with potential benefit from Value · 50% shareholding in Brave Bison: a media, marketing and
Restoration Plan technology services company with FY23 pro-forma Adjusted EBITDA of £14
million
· Net debt of £26.8 million (as at 30 April 2024) exceeds market
capitalisation · Deleveraged balance sheet through fresh equity
· Potential for asset sales that may reduce scale · Realise immediate premium of 55%, with potential for cash
alternative
· Proven management team with a track record in business
transformation
The Possible Offer is non-binding and the making of any firm offer would be
subject to the satisfaction or waiver of certain customary conditions,
including completion of due diligence to the satisfaction of Brave Bison.
Mission has been offered reciprocal due diligence on Brave Bison.
Brave Bison reserves the right to waive in whole or in part any
pre-conditions. There can be no certainty that any firm offer will be made.
Pursuant to Rule 2.5 of the Code, Brave Bison reserves the right to:
1. vary the form and/or mix of the consideration described in this
announcement and vary the transaction structure;
2. make the offer on less favourable terms or at a lower value than the
Revised Proposal:
a. with the agreement or consent of the Board of Mission;
b. if a third party announces a firm intention to make an offer for
Mission at a lower value or on less favourable terms than contemplated under
the terms of the Revised Proposal;
c. if Mission announces, declares, makes or pays any dividend or any other
distribution or return of capital to its shareholders after this announcement
(in which case Brave Bison reserves the right to reduce the offer price by an
amount up to the amount of such dividend, distribution or return of capital);
or
d. if Mission announces a Rule 9 waiver transaction pursuant to the Code.
This announcement has been made without the consent of Mission.
Capitalised terms used in this announcement which are not otherwise defined
have the same meaning as in the announcement of the Possible Offer (RNS
number: 06950).
-------------------------------------------------
(1) Enterprise value calculation:
Brave Bison Mission Total Mission % of total
Market capitalisation £32.5m £32.3m £64.8m 50%
Net debt (cash) (£6.8m) £26.8m £20.0m
Enterprise value £25.7m £59.1m £84.8m 70%
Adj. EBITDA £4.3m £10.6m £14.9m 71%
Adj. PBT £3.6m £4.2m £7.8m 54%
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 to Brave Bison
Andrew Chubb
Ernest Bell
Lucia Sviatkova
Cavendish Capital Markets
Tel: +44 (0) 20 7220 0500
Nominated Adviser & Broker to Brave Bison
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.
Publication of this announcement
In accordance with Rule 26 of the Takeover Code, a copy of this announcement
will be made available, subject to certain restrictions relating to persons
resident in restricted jurisdictions, at https://bravebison.com
(https://bravebison.com) , by no later than 12 noon (London time) on 4 June
2024. The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
Sources and 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 premia have 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. The 60-day volume-weighted average price has been derived from
Bloomberg and has been rounded to the nearest single decimal place. The date
range for the 60-day period is 8 March 2024 (closing price) to 10 May 2024
(closing price).
4. References to potential asset sales are with reference to statements in
Mission's final results for the year ended 31 December 2023, released on 28
March 2024.
5. Unless otherwise stated, historical financial information relating to
the Company has been extracted or derived (without any adjustment) from the
Company's final results for the year ended 31 December 2023.
6. Unless otherwise stated, historical financial information relating to
Mission has been extracted or derived (without any adjustment) from Mission's
final results for the year ended 31 December 2023, released on 28 March 2024.
7. Certain figures included in this announcement have been subject to
rounding adjustments.
8. 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.
9. 31 December 2023 Mission net debt calculated as net bank debt of £15.4
million, acquisition obligations of £5.5 million and HMRC Time to Pay
agreement of £4.3 million.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END OFDZXLFBZQLZBBKRecent news on Mission
See all newsREG - Mission Group PLC - Transaction in Own Shares
AnnouncementREG - Mission Group PLC - Transaction in Own Shares
AnnouncementREG - Mission Group PLC - FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2024
AnnouncementREG - Mission Group PLC - Investor Presentation
AnnouncementREG - Mission Group PLC - Transaction in Own Shares
Announcement