TIDMBBSN
RNS Number : 5314I
Brave Bison Group PLC
13 August 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN
(TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA,
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JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMED) (WHICH FORMS PART
OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (AS AMED)). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
13 August 2021
Brave Bison Group plc
("Brave Bison", the "Company" and together with its subsidiaries
the "Group")
Acquisition of Greenlight
Proposed Placing of Ordinary Shares
and
Notice of General Meeting
Brave Bison Group plc (AIM: BBSN), the social media and
marketing group , is pleased to announce that it has entered into a
conditional agreement to acquire the entire issued share capital of
Greenlight Digital Limited and Greenlight Commerce Limited
(together, "Greenlight") for an aggregate consideration of c.GBP6.8
million (the "Acquisition").
Greenlight is a digital advertising and technology company with
more than 120 employees in the UK and across Eastern Europe.
Greenlight works with blue-chip brands and omni-channel retailers
on digital advertising and eCommerce technology systems. Current
Greenlight clients include Dixons Carphone, Muller, GAP, Furniture
Village and New Balance.
Brave Bison also announces that, in order to finance the
Acquisition, the Company has conditionally raised gross proceeds of
c.GBP6.2 million by way of a placing of 455,555,560 new ordinary
shares of 0.1 penny each in the Company ("Ordinary Shares") at a
price of 1.35 pence per Ordinary Share (the "Placing Price") with
new and existing institutional and other investors (the "Placing").
The Placing is conditional on, inter alia, shareholder approval of
certain resolutions to be proposed at a general meeting of the
Company.
The Vendors of Greenlight will receive a total net consideration
comprising an aggregate of GBP6.75 million in cash and 6,601,000
new Ordinary Shares at the Placing Price (the "Consideration
Shares").
Transaction Highlights:
-- Transformational acquisition that is expected to be
significantly earnings accretive in the current year and beyond. In
FY20, Greenlight generated revenue of c.GBP14.3 million and
Adjusted EBITDA of c.GBP0.8 million, more than doubling the Group's
revenues on a pro-forma basis.
-- Strategic leap for Brave Bison through the acquisition of
in-demand and high-growth digital-first capabilities, such as Paid
& Organic Media and eCommerce Technology. The combination with
Greenlight brings new talent, new services and new opportunities to
the Group, including further expansion into APAC using Brave
Bison's existing operations in Singapore as a beachhead.
-- Oversubscribed placing to raise gross proceeds of c.GBP 6.2
million through the issue of 455,555,560 new Ordinary Shares (the "
Placing Shares ") at the Placing Price. Oliver & Theo Green,
Brave Bison's Executive Chairman and Chief Growth Officer
respectively, have committed GBP1.0m to the Placing through Tangent
Marketing Services Limited ("T MS "), which will own 22.5% of the
enlarged Group. The Placing has received strong support from
institutions including existing investor CIP Merchant Capital ("
CIP "), as well as new blue-chip investors.
-- Total net consideration of c.GBP6.8m payable under the
Acquisition. The Acquisition will be funded using GBP5.8 million in
net proceeds from the Placing, a portion of the Company's cash
resources and via the issue of the Consideration Shares. On
completion of the Acquisition, the enlarged group is expected to
have gross cash resources of GBP3.4 million and unaudited net cash
of GBP2.0 million.
-- Cenkos Securities plc ("Cenkos") is acting as nominated
adviser, sole broker and sole bookrunner in connection with the
Placing.
-- The Placing and the Acquisition are inter conditional, with
the Placing conditional upon, inter alia, the passing by Brave
Bison shareholders of resolutions at a general meeting of the
Company to be held on 3 1 August 2021 (the " General Meeting ") to
provide authority for the issue of the Placing Shares.
Oliver Green, Executive Chairman of Brave Bison, commented:
"We are building a media group for the new era: a single
business that combines our own media network with digital and
social marketing services, providing clients with access to both
eyeballs and execution. This acquisition represents a significant
step towards realising our vision and we are delighted to welcome
the Greenlight team into the Group"
Theo Green, Chief Growth Officer of Brave Bison, commented:
"Acquiring Greenlight will approximately double our revenues, on
a pro-forma basis, and more than triple the size of our team,
giving us immediate scale in the digital-first advertising market.
We are thrilled to be working with such ambitious and high-quality
clients and pleased to welcome a number of new institutions and
shareholders to the register."
Further details of the Acquisition and the Placing are set out
below.
For further information please contact:
Brave Bison Group plc via Cenkos
Oliver Green, Executive Chairman
Theo Green, Chief Growth Officer
Phillipa Norridge, Chief Financial Officer
Cenkos Securities plc (NOMAD and Broker)
Nicholas Wells / Ben Jeynes / Dan Hodkinson
(Corporate Finance) +44 (0) 20 7397
Dale Bellis (Sales) 8900
Brave Bison and Current Trading
Brave Bison is a social media and marketing group with offices
in London and Singapore. The Group generates advertising revenue
from a network of over 650 social media channels across YouTube,
Snapchat, Facebook and TikTok and produces social media advertising
campaigns for global brands such as Vodafone, Uniqlo and
Samsung.
The Group released its unaudited interim results on 6 August
2021, reporting revenues for the half year period of GBP7.3m (H1
2020: GBP5.5m), an increase of 32% year-on-year, and Adjusted
EBITDA* of GBP0.5m (H1 2020: GBP0.4m loss). The Group also reported
profit before tax of GBP0.2m (H1 2020: GBP1.4m loss) and net cash
of GBP2.9m (H1 2020: GBP2.1m).
*Adjusted EBITDA is a non-IFRS measure that the Group uses to
measure its performance and is defined as earnings before interest,
taxation, depreciation and amortisation and after add back of costs
related to restructuring, acquisitions and share based
payments.
The Acquisition
Overview of Greenlight
Greenlight is a digital advertising and technology company with
more than 120 employees in the UK and across Eastern Europe.
Greenlight works with large blue-chip brands and omni-channel
retailers on digital advertising and eCommerce technology systems.
Current clients include Dixons Carphone, Muller, GAP, Furniture
Village and New Balance.
Greenlight is a specialist in Paid & Organic Media and
eCommerce Technology, and is a certified partner to Facebook,
Google, Salesforce, Amazon, SAP, Microsoft and BigCommerce.
Clients typically work with Greenlight on multi-year retainer
agreements across two or more service lines and approximately 75%
of revenue is identified as contracted & recurring.
In the year ended 31 August 2020, Greenlight generated revenue
of c.GBP14.3 million and Adjusted EBITDA of c.GBP0.8 million.
Acquisition rationale
The Director's believe that the Acquisition, which is expected
to be immediately earnings accretive, will transform the Group's
value proposition to both clients and investors. The combination
with Greenlight gives Brave Bison a comprehensive services layer on
top of the Group's already successful digital media network of 650
social media channels. The enlarged Group will be working with
approximately 50 clients on five service lines, significantly
increasing the resilience of Brave Bison's earnings by improving
the overall diversity of income.
Greenlight is firmly positioned to benefit from the significant
growth in global digital advertising spend, a trend that has been
accelerated through 2020, and the enlarged Group will offer some of
the most in-demand and high-growth services, including Influencer
Marketing, Social Media Management, Performance Marketing, SEO and
eCommerce Technology.
Acquiring Greenlight will expand Brave Bison's footprint on key
advertising platforms (such as Google, Facebook, Amazon, TikTok and
Snap) and commerce platforms (such as SAP, Salesforce and
BigCommerce), cementing the Group's position as a partner-of-choice
for the execution of digital transformation.
The Acquisition will also enable Brave Bison to leverage its
existing Singapore presence and client base as a beachhead to offer
Greenlight services in the APAC region.
Sale and Purchase Agreement
On 12 August 2021 the Company entered into a binding sale and
purchase agreement ("Acquisition Agreement") with the vendors (each
of whom own shares in both Greenlight companies in the same
proportions) pursuant to which Brave Bison has conditionally agreed
to acquire the entire issued share capital of Greenlight Digital
Limited and Greenlight Commerce Limited for a total net
consideration of GBP6.75 million in cash (the "Cash
Consideration"), net of adjustments for working capital of up to a
maximum of GBP2.0m, and 6,601,000 Ordinary Shares, with a value of
GBP89,113.50 at the Placing Price (being the Consideration Shares).
GBP6.0m of the Cash Consideration will be payable on completion,
together with the issue of the Consideration Shares. GBP0.75m of
the Cash Consideration will be payable in cash six months
thereafter.
The Acquisition Agreement contains customary warranties and
indemnities from three vendors ("" Key Sellers ") holding in
aggregate approximately 95% of the issued share capital of the
Greenlight companies together with non-compete covenants from the
Key Sellers. In addition, the Key Sellers will undertake, subject
to certain customary exceptions, not to dispose of their
Consideration Shares for 12 months from completion and during the
following 12 months, to do so only in consultation with Cenkos,
The Acquisition and the Placing are inter conditional and, with
the Company having insufficient existing share issuance authorities
to issue the Placing Shares, the Placing is conditional on, inter
alia, the passing of the resolutions at the General Meeting to
provide the Board with sufficient authority to issue the Placing
Shares.
Details of the Placing and the Placing Agreement
The Company has conditionally raised gross proceeds of c.GBP6.2
million through the Placing of the Placing Shares at the Placing
Price. The Placing Price represents a discount of 13.8% to the
3-month volume weighted average price of 1.57 pence per Ordinary
Share on 12 August 2021. The Placing Shares and Consideration
Shares will represent approximately 43.0% of the Company's enlarged
issued ordinary share capital on Admission.
Pursuant to a placing agreement between the Company and Cenkos
dated 12 August 2021 (the "Placing Agreement"), Cenkos has
conditionally agreed to use its reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price. Cenkos has
conditionally placed the Placing Shares with certain institutional
and other investors at the Placing Price. The Placing is not being
underwritten by Cenkos.
The Placing is conditional, inter alia, on:
-- The Placing Agreement not having been terminated in
accordance with its terms prior to admission of the Placing Shares
to trading on AIM ("Admission");
-- Certain resolutions being passed at the General Meeting
which, if passed, will provide shareholder authority for the issue
by the Company of the Placing Shares for cash on a non-pre-emptive
basis ("Resolutions"); and
-- Admission becoming effective by no later than 8.00 a.m. on 1
September 2021 or such later time and/or date as the Company and
Cenkos may agree (being no later than 8.00 a.m. on 17 September
2021).
The Placing Agreement contains customary warranties given by the
Company to Cenkos as to matters in relation to, inter alia, the
accuracy of information in this Announcement and other matters
relating to the Group and its business. In addition, the Company
has provided a customary indemnity to Cenkos in respect of
liabilities arising out of or in connection with the Placing.
Cenkos is entitled to terminate the Placing Agreement in certain
circumstances prior to Admission including where any of the
warranties are found not to be true or accurate or were misleading
in any respect, the failure of the Company to comply in any
material respect with any of its obligations under the Placing
Agreement, the occurrence of certain force majeure events or a
material adverse change affecting the condition, the earnings or
business affairs of the Group as a whole.
Existing Shareholder Placing Participation
Oliver & Theo Green are 27.3% shareholders of the Company
through TMS*. CIP is an 11.7% shareholder of the Company. TMS, CIP
and Philippa Norridge, the Company's Chief Financial Officer, have
subscribed for Placing Shares at the Placing Price under the
Placing, as set out below.
Shareholder Number % of Number of Number of % of
of existing existing Placing Ordinary enlarged
Ordinary issued ordinary Shares subscribed Shares held issued ordinary
Shares share capital for at the on Admission share capital
Placing on Admission
Price
Oliver & Theo
Green (through
TMS*) 167,468,473* 27.3% 74,000,000 241,516,059 22.5%
------------- ----------------- ------------------- -------------- -----------------
Philippa Norridge - - 740,000 740,000 0.1%
------------- ----------------- ------------------- -------------- -----------------
CIP Merchant
Capital Limited 71,846,407 11.7% 92,500,000 164,346,407 15.3%
------------- ----------------- ------------------- -------------- -----------------
* 166,416,059 Ordinary Shares are held by TMS and 1,052,414 are
held by Oliver Green in his own name
For the reasons set out above, both Oliver & Theo Green,
Philippa Norridge and CIP are deemed to be related parties of the
Company pursuant to the AIM Rules for Companies and their
participation in the Placing constitutes a related party
transaction for the purposes of Rule 13 of the AIM Rules for
Companies (the "Related Party Transaction").
The Independent Director of the Company, Matt Law, considers,
having consulted with the Company's nominated adviser, that the
terms of the Related Party Transaction are fair and reasonable
insofar as the Company's shareholders are concerned.
Notice of General Meeting
The General Meeting to consider and approve the Resolutions will
be held at The Varnish Works, 3 Bravingtons Walk, London N1 9AJ at
10.00 a.m. on 31 August 2021. A circular containing notice of the
General Meeting and describing the Acquisition and Placing, will be
posted to Shareholders today and will be made available on the
Company's website at www.bravebison.io .
At the General Meeting, the following inter-conditional
resolutions will be proposed:
-- Resolution 1, which is an ordinary resolution, to authorise
the Directors to allot relevant securities for cash up to an
aggregate nominal amount of GBP455,555.56, being equal to
455,555,560 new Ordinary Shares (being the number of Placing
Shares); and
-- Resolution 2, which is a special resolution, to authorise the
Directors to allot 455,555,560 new Ordinary Shares for cash
pursuant to the Placing on a non-pre-emptive basis (being the
number of Placing Shares).
It is noted that the Directors hold sufficient authority to
allot the Consideration Shares (being 6,601,000 new Ordinary
Shares) on a non-pre-emptive basis, under the authority received at
the Annual General Meeting held on 27 May 2021.
The authorities to be granted pursuant to Resolutions 1 and 2
shall expire on whichever is the earlier of (a) the conclusion of
the next annual general meeting of the Company; and (b) the date
falling three months from the date of the passing of the
Resolutions (unless renewed varied or revoked by the Company prior
to or on that date) and shall be in addition to the Directors'
authorities to allot relevant securities and dis-apply statutory
pre-emption rights granted at the Company's annual general meeting
held on 27 May 2021.
Recommendation
The Directors believe the Acquisition, the Placing and the
passing of the Resolutions to be in the best interests of the
Company and its shareholders as a whole. Accordingly, the Directors
unanimously recommend that Shareholders vote in favour of the
Resolutions as all of the Directors intend so to do in respect of
their beneficial shareholdings amounting to 167,468,473 Ordinary
Shares, representing approximately 27.3% of the existing issued
ordinary share capital of the Company.
Investor Meet Company Presentation
The Directors will be holding a live presentation relating to
The Acquisition, as well as the Group's Interim Results, via the
Investor Meet Company platform.
The presentation is open to all existing and potential
shareholders, and details will be provided in due course.
Admission, Settlement, Dealings and Total Voting Rights
The Placing Shares and the Consideration Shares will be issued
credited as fully paid and will rank pari passu with the Company's
existing Ordinary Shares. The Placing Shares are not being made
available to the public and are not being offered or sold in any
jurisdiction where it would be unlawful to do so.
Application has been made for the Placing Shares and the
Consideration Shares to be admitted to trading on AIM and it is
expected that settlement of the Placing Shares and Admission will
occur, subject inter alia to the passing of the Resolutions at the
General Meeting, at 8.00 a.m. on 1 September 2021.
Following Admission of the Placing Shares and the Consideration
Shares, the Group's issued ordinary share capital will comprise
1,074,977,788 Ordinary Shares, none of which are held in treasury.
Therefore, following Admission of the Placing Shares and the
Consideration, the total number of Ordinary Shares with voting
rights in the Company will be 1,074,977,788, which may be used by
Shareholders as the denominator for 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.
Expected Timetable of Principal Events
Announcement of the Acquisition and 7.00 a.m. on 13 August 2021
the Placing
Publication of the Circular 13 August 2021
Latest time and date for receipt 10.00 a.m. on 26 August 2021
of Forms of Proxy and CREST voting
instructions
General Meeting 10.00 a.m. on 31 August 2021
Results of General Meeting announced 31 August 2021
Admission and dealings in the Placing 1 September 2021
Shares and the Consideration Shares
expected to commence on AIM
Completion of the Acquisition 1 September 2021
Where applicable, expected date for 1 September 2021
CREST accounts to be credited in
respect of Placing Shares in uncertificated
form
Where applicable, expected date for Within 10 business days of
dispatch of definitive share certificates Admission
for Placing Shares in the certificated
form
Important notices
The distribution of this Announcement and any other
documentation associated with the Placing into jurisdictions other
than the United Kingdom may be restricted by law. Persons into
whose possession these documents come should inform themselves
about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities
laws or regulations of any such jurisdiction. In particular, such
documents should not be distributed, forwarded to or transmitted,
directly or indirectly, in whole or in part, in, into or from the
United States, Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction where to do so may constitute a
violation of the securities laws or regulations of any such
jurisdiction (each a "Restricted Jurisdiction").
The Placing Shares have not been and will not be registered
under the US Securities Act 1933 (as amended) (the "US Securities
Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States and, accordingly, may not
be offered, sold, resold, taken up, transferred, delivered or
distributed, directly or indirectly, within the United States
except in reliance on an exemption from the registration
requirements of the US Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States.
There will be no public offer of the Placing Shares in the
United States. The Placing Shares are being offered and sold
outside the US in reliance on Regulation S under the US Securities
Act. The Placing Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the US or any other US regulatory authority, nor have
any of the foregoing authorities passed upon or endorsed the merits
of the offering of the Placing Shares or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a
criminal offence in the US. In addition, offers, sales or transfers
of the securities in or into the US for a period of time following
completion of the Placing by a person (whether or not participating
in the Placing) may violate the registration requirement of the
Securities Act.
The Placing Shares have not been and will not be registered
under the relevant laws of any state, province or territory of any
Restricted Jurisdiction and may not be offered, sold, resold, taken
up, transferred, delivered or distributed, directly or indirectly,
within any Restricted Jurisdiction except pursuant to an applicable
exemption from registration requirements. There will be no public
offer of Placing in Australia, Canada, Japan, or the Republic of
South Africa.
This Announcement is for information purposes only and does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire any of the
Placing Shares (as the case may be). In particular, this
Announcement does not constitute or form part of any offer to issue
or sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No person has been authorised to
give any information or to make any representations other than
those contained in this Announcement and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company or Cenkos. Subject to the AIM Rules for
Companies, the issue of this Announcement shall not, in any
circumstances, create any implication that there has been no change
in the affairs of the Company since the date of this Announcement
or that the information contained in it is correct at any
subsequent date.
Cenkos, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for the
Company and no one else in connection with the Placing and will not
regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Placing and will not
be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any matters referred to in this
Announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Cenkos by the Financial Services and Markets Act
2000 or the regulatory regime established thereunder, Cenkos does
not accept any responsibility whatsoever for the contents of this
Announcement, and makes no representation or warranty, express or
implied, for the contents of this Announcement, including its
accuracy, completeness or verification, or for any other statement
made or purported to be made by it, or on its behalf, in connection
with the Company or the Placing Shares or the Placing, and nothing
in this Announcement is or shall be relied upon as, a promise or
representation in this respect whether as to the past or future.
Cenkos accordingly disclaims to the fullest extent permitted by law
all and any liability whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have
in respect of this Announcement or any such statement.
No statement in this Announcement is intended to be a profit
forecast or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share of the Company.
This Announcement may include 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",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Company's results
of operations, financial condition, liquidity, prospects, growth,
strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or
implied by the forward-looking statements. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements in this Announcement are based on
certain factors and assumptions, including the Directors' current
view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. Whilst the Directors
consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as
required by applicable law or by the AIM Rules for Companies, the
Company undertakes no obligation to release publicly the results of
any revisions to any forward-looking statements in this
Announcement that may occur due to any change in the Directors'
expectations or to reflect events or circumstances after the date
of this Announcement.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements
contained within of Chapter 3 of the FCA Handbook Production
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraph 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (for the purposes of UK Product Governance
Requirements) should note that: (a) the price of the Placing Shares
may decline and investors could lose all or part of their
investment; (b) the Placing Shares offer no guaranteed income and
no capital protection; and (c) an investment in the Placing Shares
is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Cenkos will
only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Neither the content of the Company's website nor any website
accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this Announcement.
Certain figures contained in this Announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this Announcement may not conform exactly
with the total figure given.
All references to time in this Announcement are to London time,
unless otherwise stated.
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END
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