TIDMBHRD
RNS Number : 9430V
Be Heard Group PLC
12 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
12 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
Results of Court Meeting and General Meeting
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").
The Independent Be Heard Directors are pleased to announce that,
at the Court Meeting and the General Meeting (together, the
"Meetings") convened in relation to the Scheme and held earlier
today, all resolutions proposed, details of which are set out in
the notices of the Meetings contained in Parts X and XI of the
scheme document dated 20 July 2020 (the "Scheme Document"), were
duly passed by the requisite majorities and accordingly the Scheme
was approved.
The total number of Be Heard Shares in issue at close of
business on 10 August 2020, being the Voting Record Time, was
1,246,826,584.
Voting results of the Court Meeting
A majority in number of the Scheme Shareholders who voted
(either in person or by proxy), representing not less than 75 per
cent. in value of the Scheme Shares held by Scheme Shareholders
approved the Scheme at the Court Meeting.
The table below sets out the results of the poll at the Court
Meeting. Each Scheme Shareholder, present in person or by proxy,
was entitled to one vote per Scheme Share held at the Voting Record
Time:
Votes against the
Total votes Votes for the Scheme Scheme
------------------------------------- ----------------------------- -----------------------------
No. of No. of
Scheme Scheme
No. of Scheme No. of Scheme Shares No. of Scheme Shares
No. of Scheme Shares represented Shareholders represented Shareholders represented
Shareholders* (and %) (and %)* (and %) (and %)* (and %)
670,665,392 665,735,297 4,930,095
34 (67.85%) 28 (82.35%) (99.26%) 6 (17.65%) (0.74%)
* Totals in person and by proxy
As at the Voting Record Time, being close of business on 10
August 2020, the total number of Scheme Shares in issue, held by
the Scheme Shareholders and eligible to vote on the Scheme was
988,525,251.
Voting results of the General Meeting
The table below sets out the results of the polls taken at the
General Meeting.
The Special Resolution
Be Heard Shareholders voted at the General Meeting to pass the
special resolution in connection with amending the Company's
articles of association, re-registering the company as a private
company and authorising the directors of Be Heard to take all such
action as they may consider necessary or appropriate for carrying
the Scheme into effect.
Each Be Heard Shareholder, present in person or by proxy, was
entitled to one vote per Be Heard Share held at the Scheme Voting
Record Time.
Number of voting Be Percentage of voting
Heard Shares voted Be Heard Shares voted
For 674,775,750 98.99%
-------------------- -----------------------
Against 6,880,095 1.01%
-------------------- -----------------------
Withheld 0 0.00%
-------------------- -----------------------
Total votes cast 681,655,845 100.00%
-------------------- -----------------------
A vote withheld is not a vote in law and does not count in the
total of votes cast.
Any proxy appointments which gave discretion to the chairman of
the meeting have been included in the 'For' total.
The issued share capital of Be Heard was 1,246,826,584 ordinary
shares of one penny each. The issued share capital of Be Heard
eligible to vote was 988,525,251 ordinary shares of one penny
each.
The Rollover Managers Resolution
Be Heard Rollover Independent Shareholders voted at the General
Meeting to pass the ordinary resolution in connection with
approving the Rollover Manager Arrangements.
Each Be Heard Rollover Independent Shareholder, present in
person or by proxy, was entitled to one vote per Be Heard Share
held at the Scheme Voting Record Time.
Number of voting Be Percentage of voting
Heard Shares voted Be Heard Shares voted
For 674,781,750 99.00%
-------------------- -----------------------
Against 6,847,533 1.00%
-------------------- -----------------------
Withheld 26,562 0.00%
-------------------- -----------------------
Total votes cast 681,629,283 100.00%
-------------------- -----------------------
A vote withheld is not a vote in law and does not count in the
total of votes cast.
Any proxy appointments which gave discretion to the chairman of
the meeting have been included in the 'For' total.
The issued share capital of Be Heard eligible to vote was
988,525,251 ordinary shares of one penny each.
The Earn Out Resolution
Be Heard Earn Out Independent Shareholders voted at the General
Meeting to pass the ordinary resolution in connection with
approving the Earn Out Arrangements.
Each Be Heard Earn Out Independent Shareholder, present in
person or by proxy, was entitled to one vote per Be Heard Share
held at the Scheme Voting Record Time.
Number of voting Be Percentage of voting
Heard Shares voted Be Heard Shares voted
For 809,704,763 99.16%
-------------------- -----------------------
Against 6,853,533 0.84%
-------------------- -----------------------
Withheld 0 0.00%
-------------------- -----------------------
Total votes cast 816,558,296 100.00%
-------------------- -----------------------
A vote withheld is not a vote in law and does not count in the
total of votes cast.
Any proxy appointments which gave discretion to the chairman of
the meeting have been included in the 'For' total.
The issued share capital of Be Heard eligible to vote was
1,123,427,702 ordinary shares of one penny each.
The Corner Resolution
Be Heard Corner Independent Shareholders voted at the General
Meeting to pass the ordinary resolution in connection with
approving the Corner Disposal and the Corner Documents.
Each Be Heard Corner Independent Shareholder, present in person
or by proxy, was entitled to one vote per Be Heard Share held at
the Scheme Voting Record Time.
Number of voting Be Percentage of voting
Heard Shares voted Be Heard Shares voted
For 792,309,994 99.14%
-------------------- -----------------------
Against 6,874,095 0.86%
-------------------- -----------------------
Withheld 0 0.00%
-------------------- -----------------------
Total votes cast 799,184,089 100.00%
-------------------- -----------------------
A vote withheld is not a vote in law and does not count in the
total of votes cast.
Any proxy appointments which gave discretion to the chairman of
the meeting have been included in the 'For' total.
The issued share capital of Be Heard eligible to vote was
1,106,053,495 ordinary shares of one penny each.
Update on irrevocable undertakings
The Scheme Document stated that MSQ had received irrevocable
undertakings from certain Be Heard Shareholders to vote (or to
procure the vote) in favour of the Scheme, including those received
from Simon Pyper, David Poutney and Stephen Dover in respect of, in
aggregate, 26,371,766 Be Heard Shares (the "Irrevocable
Undertakings"), representing approximately 2.12 per cent. of Be
Heard's issued ordinary share capital.
In accordance with Rule 2.10(c) of the Code, Be Heard announces
that Simon Pyper, David Poutney and Stephen Dover had not voted (or
procured the vote) in favour of the Scheme in accordance with the
terms of their respective Irrevocable Undertakings. In relation to
David Poutney, this failure to procure the vote only relates to
500,000 Be Heard Shares which are held within a nominee account
(and not the remaining 12,692,857 Be Heard Shares which were
voted). In relation to Stephen Dover, this failure to procure the
vote only relates to the Court Meeting; all of Stephen Dover's Be
Heard Shares were procured to vote at the General Meeting (other
than in relation to the Earn Out Resolution in respect of which, by
virtue of Stephen Dover being an Earn Out Participant, he was
unable to vote). As a result, 13,678,909 Scheme Shares in respect
of which the Irrevocable Undertakings applied, representing,
approximately, 1.10 per cent. of the Company's issued ordinary
share capital, were not voted at the Court Meeting.
However, each of Simon Pyper, David Poutney and Stephen Dover
has confirmed to both Be Heard and Bidco that this failure to vote
in favour was not as a result of a change in voting intention,
rather it was purely a clerical error issue that meant that their
respective Be Heard Shares were unable to be voted within the
appropriate timeframe.
Other than the reduction by these 13,678,909 Be Heard Shares (in
relation to the Court Meeting), and 4,638,456 Be Heard Shares (in
relation to the General Meeting), the total number of Be Heard
Shares which pursuant to separate irrevocable undertakings voted in
favour of the Scheme was 527,854,382 Be Heard Shares, representing,
in aggregate, approximately, 42.34 per cent. of the entire issued
share capital of Be Heard (and representing approximately 53.40 per
cent. of the Be Heard Shares eligible to vote at the Court
Meeting).
The percentages of Be Heard Shares referred to in this
announcement are based upon a figure of 1,246,826,584 Be Heard
Shares as the denominator, being equal to the number of Be Heard
Shares in issue as at the close of business on 17 July 2020 (being
the latest practicable date prior to the publication of the Scheme
Document).
Effective Date and Timetable
The outcome of the Court Meeting and General Meeting means that
Conditions 2(A) to 2(E) (inclusive) (as set out in Section A of
Part III of the Scheme Document) have been satisfied.
Completion of the Acquisition remains subject to the
satisfaction or, if appropriate, waiver of the other Conditions set
out in the Scheme Document, including, amongst other things, the
sanction of the Scheme by the Court. The Court Hearing is expected
to take place on 27 August 2020. It should be noted that the last
day of dealings in, and for registration of transfers of, and
disablement in CREST of, Be Heard Shares will be on the business
day following the Scheme Hearing (which is expected to be 28 August
2020).
Subject to the Court approving the Scheme and the Court Order
being duly delivered to the Registrar of Companies, it is
anticipated that the Scheme will become effective on 1 September
2020. Accordingly, it is intended that dealings in Be Heard Shares
will be suspended at 7.30 a.m. 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.
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
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