TIDMBHRD
RNS Number : 4180P
Be Heard Group PLC
09 June 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT MADE UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014.
FOR IMMEDIATE RELEASE
9 June 2020
Be Heard Group PLC
("Be Heard" or the "Company")
Statement regarding share price movement
The Company notes the recent movement in Be Heard's share price,
and can confirm that it is in advanced discussions with MSQ
Partners Limited (the "Potential Offeror") regarding a possible
cash offer of 0.5 pence per Be Heard share for the entire issued
and to be issued share capital of the Company (the "Possible
Offer"). The Potential Offeror has expressly reserved the right to
reduce the offer consideration by the amount of any dividend or
other distribution or return of capital which is paid or becomes
payable by Be Heard after the date of this announcement.
There can be no certainty that any offer will be made for the
Company.
In accordance with Rule 2.4(c) of the Code, the Potential
Offeror will be required pursuant to Rule 2.6(a) of the Code by not
later than 5.00 p.m. on 7 July 2020, being 28 days following the
date of this announcement, to either announce a firm intention to
make an offer for the Company in accordance with Rule 2.7 of the
Code or announce that it does not intend to make an offer, in which
case the announcement will be treated as a statement to which Rule
2.8 of the Code applies. This deadline can be extended with the
consent of the Panel on Takeovers and Mergers (the "Panel") in
accordance with Rule 2.6(c) of the Code.
This announcement has been made with the approval of the
Potential Offeror.
Further announcements will be made as appropriate.
As a consequence of this announcement, an offer period has now
commenced in respect of the Company in accordance with the rules of
the Code and the attention of shareholders is drawn to the
disclosure requirements of Rule 8 of the Code, which are summarised
below.
The person responsible for arranging the release of this
announcement on behalf of the Company is Simon Pyper, the Chief
Executive Officer of the Company.
For further information, please contact:
Be Heard Group PLC +44 (0) 20 3828 6269
Simon Pyper (Chief Executive Officer)
Ben Rudman (Chief operations Officer)
Cairn Financial Advisers (Nominated adviser and financial
adviser to Be Heard) +44 (0) 207 213 0880
James Lewis
Jo Turner
Dowgate (Broker to Be Heard) +44 (0) 20 3903 7715
James Serjeant
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available (subject to certain
restrictions relating to persons resident in restricted
jurisdictions) on Be Heard's website at
https://beheardpartnership.com/investors/ by no later than 12 noon
(London time) on the business day following the release of this
announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Rule 2.11
In accordance with Rule 2.11 of the Takeover Code, a copy of
this announcement will be sent to; (i) the Company's shareholders;
and (ii) the Panel, in addition to being made readily available by
the Company to its employee representatives (or, where there are no
employee representatives, to the employees themselves).
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, the Company confirms
that it has in issue 1,246,826,584 ordinary shares of 1 penny each.
The International Securities Identification Number for the ordinary
shares is GB00BT6SJV45.
Important notices relating to the financial adviser
Cairn Financial Advisers LLP, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for the Company in connection with the matters set out
in this announcement and for no one else 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 matters set out in this announcement.
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 whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities laws or regulations of any such jurisdiction.
Dealing 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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(s), save to the
extent that these details have previously been disclosed under Rule
8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm (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 of the Code.
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 of
the Code).
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.
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
OFDBKLFBBQLZBBQ
(END) Dow Jones Newswires
June 09, 2020 06:49 ET (10:49 GMT)
Be Heard (LSE:BHRD)
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Be Heard (LSE:BHRD)
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