TIDMBHRD
RNS Number : 5357T
Be Heard Group PLC
20 July 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.
FOR IMMEDIATE RELEASE
20 July 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
Publication and posting of Scheme Document
On 24 June 2020, it was announced that the board of MSQ Partners
Ltd ("Bidco") and the Independent Directors of Be Heard Group plc
("Be Heard" or the "Company") 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. The Acquisition is to be
implemented by way of a Court-approved scheme of arrangement (the
"Scheme").
The Board of Bidco and the Independent Be Heard Directors are
pleased to announce that the scheme document in relation to the
Scheme (the "Scheme Document"), together with the associated Forms
of Proxy, is today being published and posted to Be Heard
Shareholders (other than to Be Heard Shareholders in certain
Restricted Jurisdictions). The Scheme Document contains, amongst
other things, the full terms and conditions of the Scheme, a letter
from the Chairman of Be Heard, an explanatory statement pursuant to
section 897 of the Companies Act 2006, an expected timetable of
principal events, notices of the Court Meeting and the General
Meeting and details of the actions to be taken by Be Heard
Shareholders entitled to vote at the Court Meeting and/or the
General Meeting. As described in the Scheme Document, to become
Effective, the Scheme will also require, amongst other things, the
approval of Be Heard Shareholders at the Court Meeting and the
passing of the Resolutions at the General Meeting.
The Independent Be Heard Directors, who have been so advised by
Cairn as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable. In providing
its advice to the Independent Be Heard Directors, Cairn has taken
into account the commercial assessments of the Independent Be Heard
Directors. Cairn is providing independent financial advice to the
Independent Be Heard Directors for the purposes of Rule 3 of the
Code.
Notice of Shareholders Meetings
The Court Meeting and the General Meeting are scheduled to be
held at the offices of Be Heard at 53 Frith Street, London W1D 4SN
on 12 August 2020 with the Court Meeting scheduled to commence at
11.00 a.m. and the General Meeting scheduled to commence at 11.15
a.m. (or as soon thereafter as the Court Meeting is concluded or
adjourned). Notices of the Court Meeting and the General Meeting
are set out in the Scheme Document.
Subject to the requisite approval of Be Heard Shareholders at
the Court Meeting and the General Meeting and the sanction of the
Scheme, respectively, and the satisfaction or waiver (if capable of
waiver) of the other Conditions set out in the Scheme Document, the
Scheme is expected to become Effective on or around 1 September
2020.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair and reasonable representation of Scheme Shareholder opinion.
Be Heard Shareholders are therefore strongly urged to complete,
sign and return their Forms of Proxy via post or email, or appoint
a proxy electronically through CREST as soon as possible.
Cancellation of admission of Be Heard Shares to trading on
AIM
If the Scheme becomes Effective in accordance with its terms, it
is currently expected that trading on AIM of Be Heard Shares will
be suspended at 5.00 p.m. on 28 August 2020 and subsequently
cancelled from admission to trading on AIM at 8.00 a.m. on 2
September 2020.
Expected Timetable of Principal Events
A detailed timetable of events for the Scheme is set out in the
appendix to this announcement. 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.
Publication of the Scheme Document
Copies of the Scheme Document are available for inspection
during normal business hours on any business day at the offices of
Be Heard at 53 Frith Street, London W1D 4SN, up to and including
the Effective Date.
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 (financial Tel: 44 (0) 207 213 0880
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
Osborne Clarke LLP is providing legal advice to Be Heard.
Addleshaw Goddard LLP is providing legal advice to Bidco.
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 .
APPENDIX
Expected timetable of principal events
Event Time and/or date
Latest time for receipt of blue 11.00 a.m. on 10 August 2020(1)
Forms of Proxy/CREST Proxy instructions
for the Court Meeting
Latest time for receipt of white 11.15 a.m. on 10 August 2020(1)
Forms of Proxy/CREST Proxy instructions
for the General Meeting
Voting Record Time 6.00 p.m. on 10 August 2020(2)
Court Meeting 11.00 a.m. on 12 August 2020
General Meeting 11.15 a.m. on 12 August 2020(3)
The following dates are subject to change (please see note (4)
below)
Scheme Court Hearing to sanction 27 August 2020
the Scheme and Scheme Court Order
Date
Last day of dealings in, and for 28 August 2020
registration of transfers of,
and disablement in CREST of, Be
Heard Shares
Suspension of Be Heard Shares 5.00 p.m. on 28 August 2020
from trading on AIM
Scheme Record Time 6.00 p.m. on 28 August 2020
Effective Date 1 September 2020
Cancellation of admission to trading By no later than 8.00 a.m. on
on AIM of Be Heard Shares 2 September 2020
Latest date for despatch of cheques 15 September 2020
and crediting of CREST accounts
for the cash consideration due
under the Scheme
Long Stop Date 30 September 2020
Unless otherwise stated, all references to times in this
announcement are to London times.
The Court Meeting and the General Meeting will each be held at
the offices of Be Heard at 53 Frith Street, London W1D 4SN.
Notes:
1. If the BLUE Form of Proxy for use at the Court Meeting is not
returned by 11.00 a.m. on 10 August 2020, it will be invalid. In
the case of the General Meeting, unless the WHITE Form of Proxy is
returned so as to be received by no later than 11.15 a.m. on 10
August 2020 (or, if the General Meeting is adjourned, not less than
48 hours prior to the time and date set for the adjourned meeting),
it will be invalid.
2. If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the adjourned meeting will be
6.00 p.m. on the date two days before the date set for the
adjourned meeting.
3. To commence at 11.15 a.m. or, if later, immediately after the
conclusion or adjournment of the Court Meeting.
4. These times and dates are indicative only and will depend,
amongst other things, on the date upon which:
(a) the Court sanctions the Scheme;
(b) the Scheme Court Order is delivered to the Registrar of Companies; and
(c) the Conditions set out in Part III to this document are
satisfied or (if capable of waiver) waived.
If any of the expected dates change, Be Heard will, unless the
Panel otherwise consents, give notice of the change by issuing an
announcement through a Regulatory Information Service and/or
sending a further circular to Be Heard Shareholders.
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 or visit www.rns.com.
END
ODPRMMATMTJTBBM
(END) Dow Jones Newswires
July 20, 2020 11:35 ET (15:35 GMT)
Be Heard (LSE:BHRD)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Be Heard (LSE:BHRD)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
