TIDMBHRD
RNS Number : 3615X
Be Heard Group PLC
27 August 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE
UNLAWFUL
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
27 August 2020
Recommended Cash Acquisition
of
Be Heard Group plc
by
MSQ Partners Ltd
a company ultimately owned and controlled by Ensco 1314
Limited
to be implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006
Court sanction of Scheme
On 24 June 2020, it was announced that the board of MSQ Partners
Ltd ("Bidco") and the Independent Be Heard Directors had reached
agreement on the terms of a recommended cash acquisition by Bidco
of the entire issued and to be issued share capital of Be Heard
Group plc ("Be Heard" or the "Company") (the "Acquisition") to be
implemented by way of a Court-approved scheme of arrangement
pursuant to Part 26 of the Companies Act 2006 (the "Scheme").
A scheme document sent or otherwise made available to
shareholders of Be Heard (the "Scheme Document"), containing
further information on the Scheme, was published on 20 July 2020.
The Scheme and its implementation were approved on 12 August 2020
at the Court Meeting and the General Meeting.
The Independent Be Heard Directors and Bidco are pleased to
announce that the Court has today made an order sanctioning the
Scheme by which Bidco's acquisition of Be Heard is being
implemented. As a result, 28 August 2020 will be the last day of
dealings in, and for registration of transfers of, and disablement
in CREST of, Be Heard Shares. The Scheme Record Time will be 6.00
p.m. on 28 August 2020. No transfers of Be Heard Shares will be
registered after this time.
It is intended that dealings in Be Heard Shares on AIM will be
suspended with effect from 7.30 a.m. on 1 September 2020.
Subject to the Court approving the Scheme and the Scheme Court
Order being duly delivered to the Registrar of Companies, it is
anticipated that the Scheme will become effective on 1 September
2020.
If the Court sanctions the Scheme, it is intended that the
admission to trading of Be Heard Shares on AIM will be cancelled
with effect from 7.00 a.m. on 2 September 2020.
These dates are indicative only and will depend, amongst other
things, on the date on which the Court sanctions the Scheme. If the
expected dates change, the Company will give notice of the changes
in an announcement through a Regulatory Information Service.
Words and expressions defined in the Scheme Document shall,
unless the context provides otherwise, have the same meanings in
this announcement.
The person responsible for arranging the release of this
announcement on behalf of the Company is Phil Marsden, the Company
Secretary of the Company.
Enquiries:
Be Heard Group plc Tel: +44 (0) 203 828 6269
David Morrison (Chairman)
Simon Pyper (Chief Executive Officer)
Cairn Financial Advisers LLP (Nominated Tel: 44 (0) 207 213 0880
Adviser and financial adviser to Be
Heard)
James Lewis
Jo Turner
Dowgate Capital Limited (corporate broker Tel: +44 (0) 203 903 7715
to Be Heard)
James Serjeant
Hudson Sandler (PR adviser to Be Heard) Tel: +44 (0) 207 796 4133
Daniel de Belder
Nick Lyon
MSQ Partners Ltd Tel: +44 (0) 203 026 6608
Dan Yardley
Zeus Capital Limited (Financial adviser Tel: +44 (0) 161 831 1512
to Bidco)
Richard Darlington
Dan Bate
Zeus Capital, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser to Bidco and for no one else in connection
with the Acquisition or any matters referred to in this
announcement and will not be responsible to anyone other than Bidco
for providing the protections afforded to its clients nor for
providing advice in relation to the Acquisition, the contents of
this announcement or any other matters referred to in this
announcement.
Cairn, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for Be
Heard and for no one else in connection with the Acquisition or any
matters referred to in this announcement and will not be
responsible to anyone other than Be Heard for providing the
protections afforded to its clients nor for providing advice in
relation to the Acquisition, the contents of this announcement or
any other matters referred to in this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 p.m. (London time) on the
business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on websites
A copy of this announcement, the Scheme Document and the
documents required to be published pursuant to Rule 26.1 of the
Code will be available free of charge, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, at Be Heard's website
www.beheardpartnership.com/investors, by no later than 12.00 p.m.
on the Business Day following this announcement and up to and
including the Effective Date.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
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END
SOASESFFWESSEIA
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