Launch of Open Offer and Conditional Placing

RNS Number : 1214J

Bonhill Group PLC

25 April 2022

 

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

25 April 2022

Bonhill Group plc

("Bonhill", the "Company" or the "Group")

Launch of Open Offer of up to 10,844,426 New Ordinary Shares

and

Conditional Placing of up to 10,844,426 New Ordinary Shares (subject to clawback under the Open Offer),

in each case at 5.5 pence per New Ordinary Share

Following its announcement on 20 April 2022, Bonhill Group Plc (AIM: BONH), a leading B2B media business specialising in three key areas: Business Information, Events and Data & Analytics, is pleased to announce the launch of an Open Offer to Qualifying Shareholders at 5.5 pence per share ("Issue Price"), being the same price per share as the Firm Placing:

· approximately £0.6 million by means of an open offer to qualifying shareholders of up to 10,844,426 new ordinary shares ("Open Offer Shares") at 5.5 pence per share ("Issue Price") ("Open Offer"); and

· up to approximately £0.6 million (subject to clawback under the Open Offer) by means of a conditional placing ("Conditional Placing" and together with the Open Offer being the "Fundraising") with certain existing institutional shareholders of up to 10,844,426 new ordinary shares ("Conditional Placing Shares" and together with the Open Offer Shares being "New Ordinary Shares") at the Issue Price.

Key highlights

· Conditional Placing of up to 10,844,426 New Ordinary Shares at the Issue Price subject to clawback under the Open Offer

· The Issue Price represents a discount of approximately 4.5 per cent. to the Company's closing share price on 22 April 2022, the last business day prior to the date of this announcement

· The net proceeds of the Fundraising will be used for working capital purposes

It should be noted that Conditional Placing Shares will only be issued pursuant to the Conditional Placing if and to the extent that the Open Offer is not subscribed in full by qualifying holders of existing ordinary shares of £0.01 each in the Company   ("Existing Ordinary Shares") and will result in a maximum of 10,844,426 New Ordinary Shares being issued pursuant to the Conditional Placing. Furthermore, the Open Offer is conditional on the Placing Agreement having not been terminated.

The Issue Price represents a discount of approximately 4.5 per cent. to    the Company's closing share price of 5.75 pence per Ordinary Share on 22 April 2022, being the last business day prior to the date of   this announcement.

The above highlights and the summary announcement below should be read in conjunction with the full text of the announcement below.

A circular (and, in the case of Qualifying Non-CREST Shareholders, an Application Form) in connection with the Open Offer and containing details of the Fundraising, is expected to be posted to Shareholders later today (the "Circular"). Capitalised terms in this announcement are defined as set out at the end of this announcement. The Circular will also be available on the Company's website, www.bonhillplc.com .

Application will be made for the Open Offer Shares and (if any) the Conditional Placing Shares, to be admitted to trading on AIM. The New Ordinary Shares will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares following admission of the New Ordinary Shares to trading on AIM.

The Fundraising is not being underwritten. The Open Offer and Conditional Placing are conditional on, inter alia, Admission becoming effective by no later than 8.00 a.m. on 12 May 2022 (or such other time and/or date, being no later than 31 May 2022, as the Company and Shore Capital may agree). It is expected that the Open Offer Shares and (if any) the Conditional Placing Shares will be admitted to trading on AIM on or around 8.00 a.m. on 12 May 2022.

For further enquiries please contact:

Bonhill Group plc   [phone]

Jonathan Glasspool, Interim Executive Chairman

Shore Capital (Nominated Adviser and Broker)                      [phone]

Tom Griffiths/David Coaten/John More

Houston (PR Adviser)     [phone]

Alexander Clelland

About Bonhill Group Plc

Bonhill Group Plc is a leading, AIM-quoted, B2B media company providing Business Information, Events and Data & Insight propositions to Financial Services, Diversity and Technology business communities in the US, UK, Pan Europe, Middle East and Asia. Bonhill operates multiple digital platforms, has market leading media brands, hosts over 100 events per annum, offers a portfolio of data & analytics propositions and provides a range of content marketing solutions.

Bonhill operates primarily in the financial services space where its brands and services are acknowledged as market leaders. It specialises in enhancing the relationship and flow of information between the global community of financial services providers and the advisers who recommend their products. Bonhill was early to recognise the growing importance of ESG in asset allocation and fund selection and now owns the leading global platform in this space, serving the adviser community. ESG Clarity.

Additionally, the business creates content, sales and marketing opportunities, networking events and lead generation opportunities for its audiences of entrepreneurs, business owners and managers, CTOs and technology leaders, asset and wealth managers, and professional women. Flagship brands include: InvestmentNews, ESG Clarity, Portfolio Adviser, Fund Selector Asia, What Investment, SmallBusiness.co.uk, GrowthBusiness.co.uk, Information Age, Women in… events series and DiversityQ.

For more information visit www.bonhillplc.com .

IMPORTANT INFORMATION

Shore Capital and Corporate Limited ("Shore Capital and Corporate"), which is authorised and regulated in the UK by the FCA, is acting as nominated adviser to the Company in connection with the matters described in this announcement and is not acting for any other persons in relation to the Fundraising and Admission. Shore Capital and Corporate is acting exclusively for the Company and for no one else in relation to the contents of this announcement and persons receiving this announcement should note that Shore Capital and Corporate will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital and Corporate or for advising any other person on the arrangements described in this announcement. The responsibilities of Shore Capital and Corporate as the Company's nominated adviser under the AIM Rules for Companies ("AIM Rules") and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, Shareholder or other person in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.

Shore Capital Stockbrokers Limited ("Shore Capital Stockbrokers" and together with Shore Capital and Corporate, "Shore Capital") which is authorised and regulated in the UK by the FCA, is acting as broker to the Company in connection with the matters described in this announcement and is not acting for any other persons in relation to the Fundraising and Admission. Shore Capital Stockbrokers is acting exclusively for the Company and for no one else in relation to the contents of this announcement and persons receiving this announcement should note that Shore Capital Stockbrokers will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for advising any other person on the arrangements described in this announcement. The responsibilities of Shore Capital Stockbrokers as the Company's broker under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director, shareholder or other person in respect of their decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by any such forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and neither Shore Capital nor, except as required by applicable law, the Company assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, Distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary 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 Fundraising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Shore Capital 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 MiFID II; 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 New Ordinary Shares. 

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

Bonhill Group plc

("Bonhill", the "Company" or the "Group")

Launch of Open Offer of up to 10,844,426 New Ordinary Shares

and

Conditional Placing of up to 10,844,426 New Ordinary Shares,

in each case at 5.5 pence per New Ordinary Share

Introduction

As announced on 20 April 2022, the Company completed a placing of new ordinary shares with certain of its institutional shareholders to raise approximately £0.54 million (before expenses) at a price of 5.5 pence per New Ordinary Share (the "Firm Placing") for working capital purposes.

Supplemental to the Firm Placing, and in order to allow Qualifying Shareholders to participate on the same terms as those shareholders in the Firm Placing, the Company is now undertaking an Open Offer and Conditional Placing to raise up to approximately £0.6 million (before expenses).

The purpose of this announcement is to set out the background to, and reasons for, the Open Offer and to provide Qualifying Shareholders with details of its terms and conditions.

Background to and reasons for the Fundraising

The Open Offer will enable Qualifying Shareholders to subscribe for Open Offer Shares on a pre-emptive basis and at the same Issue Price as those investors who participated in the Firm Placing.  Two of the Company's institutional shareholders have agreed to acquire any shares not taken up in the Open Offer pursuant to the Conditional Placing.  Further details of the use of proceeds of the Fundraising are set out in paragraph 4 below.

In its unaudited interim results for the six months ended 30 June 2021, which were released on 14 September 2021, the Company highlighted weaker US digital sales in 2021 compared with 2020. On 26 November 2021, the Company announced that despite some new initiatives being implemented, Investment News, its US business, had not seen a significant improvement in the key fourth quarter ("Q4 2021") in order to meet the Company's full year revenue expectations. 

By way of background, Investment News had planned to launch Investment Strategy in Q4 2021, which would be delayed until Q1 2022 because of Covid, and the global ESG Clarity, although live, would not generate meaningful revenues until 2022. This, combined with some event cancellation, re-formatting of events from live to digital and the postponement of a research project, would result in a reduction in US revenue against the Board's previous expectations.

The Company's announcement stated that at Group level, both Financial Services and Business Solutions in UK/EMEA were continuing to perform in line with the Board's expectations. However, the Board anticipated Group revenue for the year ending 31 December 2021 ("FY 2021") of approximately £16.5 million with Group EBITDA of approximately £0.8 million and a year-end cash position of approximately £1.0 million, being materially below market expectations.

In addition, the Company announced that Christine Shaw, the CEO of Investment News, had recently left the Group and had been replaced in the short term by the Chairman of Bonhill Group Inc, John French, an experienced leader of US B2B media businesses.

Despite the disappointing performance in the US in the key fourth quarter, the Group stated that it had seen a strong performance from the remaining territories, including Asia. Furthermore, after the uncertainty of the return to live events in the autumn, the Company had seen a positive return to its larger event formats and a marked increase in RFP activity across the business as confidence returns in 2022.

On 14 January 2022, the Company announced that following its year-end, the Board expected that FY 2021's revenue would be £16.4 million, EBITDA would be £0.2 million and the year-end cash position would be £1.4 million. The Company stated that since its announcement of 26 November 2021, it had seen further impact of COVID in the form of Omicron which had resulted in unexpected, last-minute reductions in margin for its final events in November and December in both the UK and US.  It also saw reduced bookings in the final part of the year compared to the prior year. EBITDA was further reduced by unexpected reductions in customer spending as their budgets moved to 2022 and order cancellations, particularly in the USA. The overall EBITDA movement could be broadly categorised as being £0.3 million from events, £0.1 million from digital and £0.2 million other. 

Throughout FY21, there was much focus on reducing the Group's underlying operational cost base, as shown by a reduction in total annual costs of approximately £3.9 million year on year.

The Company stated that since being appointed, the new management team in the US had started to make progress in changing the US digital model and this transition was expected to continue for the first six months of 2022. The Company's aim in 2022 is to further develop its position as a global partner for asset managers and financial advisors. A focus on a global offering, resolving its US digital issues and benefitting from improved operations and business efficiencies should lead to a better performance in 2022 and it has already seen a strong start to its revenues which are ahead of the prior year by 10% in Q1.

Subsequently, on 22 March 2022, the Company announced that its audited final results for the year ended 31 December 2021 would be released on or before 21 April 2022 following completion of the audit, rather than as scheduled on 24 March 2022.

On 7 April 2022, the Company announced that Simon Stilwell had resigned as Chief Executive Officer with immediate effect to pursue other business opportunities and Patrick Ponsford, the Company's UK Managing Director, had been appointed Interim Chief Executive Officer with immediate effect. He would be supported by Jonathan Glasspool, the Company's Non-Executive Chairman, who had been appointed as Interim Executive Chairman, until a permanent CEO appointment is made.

In addition, the Company provided an update on trading, details of which are set out in paragraph 3 below.

The Company also announced that, at the same time as it announced its audited final results for FY 2021, it proposed to raise approximately £1.1 million for working capital purposes through the issue of New Ordinary Shares at the Issue Price, using its existing share authorities, by way of the Firm Placing, the Open Offer and the Conditional Placing.

As further set out in its announcement on 7 April 2022, the Company noted that it had received written commitments from two of its largest institutional shareholders to subscribe for New Ordinary Shares in the Firm Placing and effectively to underwrite the Open Offer, and a letter of intent from a third to subscribe for New Ordinary Shares in the Firm Placing and to participate in the Open Offer for their pro-rata share.  Such combined commitments would therefore raise the requisite £1.1 million.

As set out above, on 20 April 2022, the Company announced the Firm Placing raising approximately £0.54 million at 5.5 pence per new Ordinary Share.  The Firm Placing has completed in full, with such institutional shareholders having entered into placing letters and taken up the Firm Placing Shares which were admitted to trading on AIM on 21 April 2022.  The full commitments of those institutional shareholders in respect of the Open Offer and Conditional Placing are conditional on certain events, including this Circular being published by not later than 30 April 2022. In addition, the commitment of one of the institutional shareholders is conditional on no adverse trading update being released by the Company prior to the close of the Open Offer.

Current trading and prospects

In its announcement released on 7 April 2022, the Company announced that while the audit of its final results for the year ended 31 December 2021 had not been completed, the Board expected that the Group's revenue would be £16.4 million, EBITDA would be break even and the year-end cash position would be £1.4 million. The Group's cash position as at 31 March 2022 was £1.0 million with net cash after debt of £0.9 million.

The Company announced that the reduction in EBITDA from its trading update released on 14 January 2022 related to: (i) a £0.1 million charge relating to an accounting policy change (IAS38); and (ii) an additional provision of £0.1 million relating to bad debts and expected credit losses.

Furthermore, the Company announced that the Board intended to agree an impairment charge of £6.1 million relating to the Group's US operations due to the previously announced drop off in performance in Q4 2021 and resulting management changes, which was later reflected in the Company's final results.

In addition, the Company also announced that 2022 had started positively with forward bookings up 5 per cent. (£0.4 million) year on year, which was mainly due to the strong return of live events, including the annual Women in IT Awards UK and the successful launch of a new Thematics Congress for fund selectors in London. While the Company was seeing some weakness in media, due mainly to the current geopolitical uncertainty and inflationary concerns, Group revenues of approximately £3.3 million in Q1 2022 were in line with the Board's expectations and up 10 per cent. on the same period in 2021.

In addition, the forward bookings figure contained in the Company's 7 April 2022 announcement (45 per cent.) is now equivalent to 49 per cent. of its 2022 revenue target.

Use of proceeds

The Directors intend that the net proceeds of the Fundraising, totalling approximately £0.95 million, will be used to invest in:

• live events;

• ESG Clarity's US operations; and

• content marketing solutions

and for working capital purposes.

The Open Offer and Conditional Placing

The Company is proposing to raise up to approximately £0.6 million pursuant to the Open Offer.  The Issue Price of 5.5 pence per Open Offer Share represents:

• a discount of approximately 18.5 per cent. to the closing mid-market price of an Ordinary Share on 6 April 2022, being the business day preceding the date of the Initial Announcement; and

• a discount of approximately 4.5 per cent. to the closing mid-market price of 5.75 pence per Ordinary Share on 22 April 2022, the last Business Day prior the date of this announcement. 

The Open Offer is being made on a pre-emptive basis, allowing all Qualifying Shareholders the opportunity to participate.

The Company has received written commitments from two of its largest institutional shareholders who participated in the Firm Placing effectively to underwrite the Open Offer for, in aggregate, up to approximately £0.6 million by participating in the Conditional Placing. The commitments of the institutional shareholders are conditional on certain events, including the publication of this Circular by not later than 30 April 2022.  In addition, the commitment of one of the institutional shareholders is conditional on no adverse trading update announcement being released by the Company prior to the close of the Open Offer. The Open Offer does not have any excess entitlement facility and Qualifying Shareholders who wish to take up more than their Entitlement will not be able to do so. On the closing of the Open Offer, the Directors will be authorised to allot and issue any of the shares not taken up under the Open Offer at their discretion on a non-pre-emptive basis, and such shares will constitute the Conditional Placing.  In this regard, two of the Company's institutional shareholders have agreed to take up any Conditional Placing Shares.

The Open Offer provides Qualifying Shareholders with the opportunity to apply to acquire Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares as at the Record Date on the following basis:

1 Open Offer Share for every 10 Existing Ordinary Shares

Entitlements to apply to acquire Open Offer Shares will be rounded down to the nearest whole number.

Valid applications by Qualifying Shareholders will be satisfied in full up to their Entitlements as shown on the Application Form.  Applicants can apply for less than their Entitlements under the Open Offer. 

Qualifying Shareholders who do not take up their Entitlements in full will experience a dilution to their interests of approximately 9.1 per cent. following Admission (assuming full subscription under the Open Offer).

The Open Offer does not have any excess entitlement facility and Qualifying Shareholders who wish to take up more than their Entitlement will not be able to do so. On the closing of the Open Offer, the Directors will be authorised to allot and issue any of the shares not taken up under the Open Offer at their discretion on a non-pre-emptive basis, and such shares will constitute the Conditional Placing.  In this regard, two of the Company's institutional shareholders have agreed to take up any Conditional Placing Shares.

The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.

Conditions

The Open Offer and Conditional Placing are conditional upon Admission becoming effective by not later than 8.00 a.m. on 12 May 2022 (or such later time and/or date as the Company, and Shore Capital may agree, being not later than the Long Stop Date).

The Open Offer and Conditional Placing are also conditional upon the Placing Agreement having not been terminated prior to Admission.

If conditions are not satisfied and Admission does not occur by 8.00 a.m. on 12 May 2022 (or such later time and/or date as the Company and Shore Capital may agree, being not later than by 8.00 a.m. on the Long Stop Date), the Open Offer and Conditional Placing will not proceed and any applications made by Qualifying Shareholders will be rejected.  In such circumstances, application monies will be returned (at the applicant's sole risk), without payment of interest, as soon as practicable thereafter.  Revocation of applications for Open Offer Shares cannot occur after dealings have begun.

The Open Offer will be made to Shareholders outside of the United Kingdom and EEA by means of a notice in the London Gazette, details of which are provided in paragraph 9 of Part III of the Circular.

Qualifying Shareholders should note that the Open Offer is not a rights issue.  Qualifying non-CREST Shareholders should be aware that the Application Form is not a negotiable document and cannot be traded.  Qualifying Shareholders should also be aware that, in the Open Offer, unlike in a rights issue, any entitlements to Open Offer Shares not applied for or not taken up will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer.

Settlement and dealings

Application will be made to the London Stock Exchange, via the AIM Application, for the Open Offer Shares and (if any) the Conditional Placing Shares to be admitted to trading on AIM.  It is expected that Admission will become effective and that dealings in the Open Offer Shares and (if any) the Conditional Placing Shares will commence at 8.00 a.m. on 12 May 2022. Further information in respect of settlement and dealings in the Open Offer Shares is set out in paragraph 11 of Part III of the Circular.

Overseas Shareholders

Certain Overseas Shareholders may not be permitted to subscribe for Open Offer Shares pursuant to the Open Offer and should refer to paragraphs 8 and 9 of Part III of the Circular.  Persons who have a registered address in or who are located and/or resident in or are citizens of, in each case, a country other than the United Kingdom should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to acquire or subscribe for any Open Offer Shares.  The notice in the London Gazette referred to in paragraph 9 of Part III of the Circular will state where an Application Form may be inspected or obtained.  Any person with a registered address in or who are located in and/or resident in or are citizens of, in each case, a Restricted Jurisdiction who obtains a copy of the Circular or an Application Form is required to disregard them, except with the consent of the Company.

CREST instructions

Application has been made for the Entitlements for Qualifying CREST Shareholders to be admitted to CREST.  It is expected that the Entitlements will be enabled for settlement through the CREST system as soon as practicable on 26 April 2022.  Applications through the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

Qualifying non-CREST Shareholders will receive a personalised Application Form which gives details of their Entitlement under the Open Offer (as shown by the number of the Open Offer Shares allocated to them) with the Circular.  If they wish to apply for Open Offer Shares under the Open Offer, they should complete the accompanying Application Form in accordance with the procedure for application set out in the Circular and on the Application Form itself.  The completed Application Form, accompanied by full payment, should be returned to Share Registrars Limited by post or by hand (between 9.00 a.m. and 5.30 p.m. Monday to Friday) to Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX so as to arrive as soon as possible and in any event no later than 11.00 a.m. on 11 May 2022.

Qualifying CREST Shareholders, will receive no Application Form with the Circular but will receive a credit to their appropriate stock account in CREST in respect of their Entitlement.  They should refer to the procedure for application set out in Part III of the Circular.  The relevant CREST instruction must have settled by no later 11.00 a.m. on 11 May 2022.

The latest time for applications under the Open Offer to be received is 11.00 a.m. on 11 May 2022. The procedure for application and payment depends on whether, at the time at which application and payment is made, a Qualifying Shareholder has an Application Form in respect of their Entitlement or have their Entitlement credited to their stock account in CREST.

If you are in any doubt as to what action you should take, you should immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Directors' Participation in the Open Offer

The interests of the Directors in the Ordinary Shares as at the date of this announcement; the number of Open Offer Shares to be taken up by the Directors; and the interests of the Directors in the Ordinary Shares immediately following the issue of the Open Offer Shares and Conditional Placing Shares (if any) are set out below:-

	No.  of Existing Ordinary Shares	% of Existing Ordinary Shares	Number of Open Offer Shares to be taken up	% of the Enlarged Share Capital*
Jonathan Glasspool	532,857	0.49	53,285	0.45
Sarah Thompson	-	-	-	-
Jon Kempster	68,986	0.06	6,898	0.06
Richard Staveley**	-	-	-	-
Laurie Benson	48,902	0.045	4,890	0.040

*  following the issue of the Open Offer Shares and (if any) the Conditional Placing Shares

**  Richard Staveley is an appointee of Harwood Capital LLP which is participating in the Firm Placing, Open Offer and Conditional Placing

Related party transactions

Harwood Capital LLP ("Harwood") has agreed to subscribe, in aggregate, for 9,705,867 New Ordinary Shares. As at the date of this announce ment, so far as the Company is aware, Harwood holds 18,723,781 Existing Ordinary Shares representing approximately 17.27 per cent. of the Existing Ordinary Shares. As such, Harwood is a substantial shareholder of the Company and its participation in the Fundraising is a related party transaction pursuant to AIM Rule 13 of the AIM Rules. The independent Directors, being all of the Directors, other than Richard Staveley ("Independent Directors"), consider, having consulted with the Company's nominated adviser, Shore Capital and Corporate, that the terms of Harwood's participation in the Fundraising are fair and reasonable insofar as the Company's shareholders are concerned.

Client funds of Downing LLP (together, "Downing LLP") have agreed to subscribe, in aggregate, for 7,543,175 New Ordinary Shares. As at the date of this announce ment, so far as the Company is aware, Downing LLP holds 14,551,690 Existing Ordinary Shares representing approximately 13.42 per cent. of the Existing Ordinary Shares. As such, Downing LLP is a substantial shareholder of the Company and its participation in the Fundraising is a related party transaction pursuant to AIM Rule 13 of the AIM Rules. The Independent Directors consider, having consulted with the Company's nominated adviser, Shore Capital and Corporate, that the terms of Downing LLP's participation in the Fundraising are fair and reasonable insofar as the Shareholders are concerned.

Principal Terms of the Conditional Placing

The Company is proposing to issue up to 10,844,426   Conditional Placing Shares pursuant to the Placing Agreement. In accordance with the terms of the Placing Agreement, Shore Capital Stockbrokers have, as agent for the Company, placed with certain existing institutional investors the Conditional Placing Shares at the Issue Price which are subject to clawback under the terms of the Open Offer.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record Date for the Open Offer	6.00 p.m. on 22 April 2022
Announcement of the Open Offer	7.00 a.m. on 25 April 2022
Existing Ordinary Shares marked "ex" by the London Stock Exchange	25 April 2022
Posting of Circular and Application Form	25 April 2022
Posting of Notice of the Open Offer in the London Gazette	25 April 2022
Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	26 April 2022
Recommended latest time and date for requesting withdrawal of Entitlements from CREST	4.30 p.m. on 5 May 2022
Latest time and date for depositing Entitlements into CREST	3.00 p.m. on 6 May 2022
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 9 May 2022
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)	11.00 a.m. on 11 May 2022
Announcement of results of the Open Offer and Conditional Placing	11 May 2022
Admission and commencement of dealings of the Open Offer Shares and Conditional Placing Shares	8.00 a.m. on 12 May 2022
Open Offer Shares to be credited to CREST stock accounts	12 May 2022
Despatch of definitive share certificates for Open Offer Shares	week commencing 23 May 2022
Notes: 1. Each of the times and dates above are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by announcement through a RIS. 2. All of the times above refer to London time.

OPEN OFFER and CONDITIONAL PLACING STATISTICS

Issue Price	5.5 pence
Number of Existing Ordinary Shares in issue as at the date of this announcement	108,444,261
Basis of Open Offer	1 Open Offer Share for every 10 Existing Ordinary Shares
Maximum number of Open Offer Shares to be issued pursuant to the Open Offer	10,844,426
Maximum number of Conditional Placing Shares to be issued pursuant to the Conditional Placing (subject to clawback under the Open Offer)	10,844,426
Enlarged Share Capital immediately following Admission of the Open Offer Shares and (if any) the Conditional Placing Shares	119,288,687
Percentage of the Enlarged Share Capital represented by the Open Offer Shares and (if any) the Conditional Placing Shares	9.1%
The maximum gross proceeds from the Open Offer and Conditional Placing	£596,443
ISIN for Existing Ordinary Shares	GB00BFWYSS80
ISIN for Entitlements	GB00BP4D1R34

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

Admission	admission of the Open Offer Shares (including those taken up by two of the Company's institutional shareholders if not taken up in the Open Offer by way of the Conditional Placing) to trading on AIM becoming effective in accordance with the AIM Rules
AIM	the market of that name operated by the London Stock Exchange
AIM Application	the application to the London Stock Exchange for Admission as required by Rule 29 of the AIM Rules
AIM Rules	the AIM Rules for Companies as published by the London Stock Exchange from time to time
Application Form	the application form accompanying the Circular to be used by Qualifying Non-CREST Shareholders in connection with the Open Offer
Broker	Shore Capital Stockbrokers Limited
Business Day	means any day on which banks in the City of London are open for business (excluding Saturdays, Sundays and public holidays);
Company	Bonhill Group plc
Conditional Placing	the placing of the Conditional Placing Shares (if any) at the Issue Price by Shore Capital Stockbrokers Limited as agent for and on behalf of the Company pursuant to the terms of the Placing Agreement
Conditional Placing Shares	up to 10,844,426 new Ordinary Shares (subject to clawback under the Open Offer)
CREST	the relevant system (as defined in the Uncertificated Securities Regulations 2001) for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear
Directors or Board	the directors of the Company
EEA	the European Economic Area
Enlarged Share Capital	the issued share capital of the Company following Admission
Entitlements	the number of Open Offer Shares which Qualifying Shareholders are entitled to subscribe for at the Issue Price pro rata to their holding of Existing Ordinary Shares held at the Record Date pursuant to the Open Offer as described in Part III of the Circular
Euroclear	Euroclear UK & International Limited, the operator of CREST
Existing Ordinary Shares	the 108,444,261 Ordinary Shares in issue as at the date of this announcement
ex-entitlement date	25 April 2022, being the date on which Existing Ordinary Shares are marked "ex" by the London Stock Exchange from and including which they are not entitled to participate in the Open Offer
FCA	the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of FSMA
Firm Placing	the placing of the Firm Placing Shares at the Issue Price by Shore Capital Stockbrokers Limited as agent for and on behalf of the Company pursuant to the terms of the Placing Agreement
Firm Placing Shares	the 9,858,569 new Ordinary Shares which were issued pursuant to the Firm Placing and admitted to trading on AIM on 21 April 2022
FSMA	the Financial Services and Markets Act of 2000 (as amended)
Fundraising	together the Open Offer and the Conditional Placing
Group	the Company and its subsidiary undertakings as at the date of this announcement and Group Company shall be construed accordingly
Initial Announcement	the Company's announcement released on 7 April 2022
Issue Price	5.5 pence per Open Offer Share
London Stock Exchange	London Stock Exchange plc
Long Stop Date	31 May 2022
Market Abuse Regulation	the Market Abuse Regulation (2014/596/EU) as retained in UK law pursuant, inter alia, to the European Union (Withdrawal) Act 2018 (as amended) and the Market Abuse (Amendment) (EU Exit) Regulations 2019 (as amended)
New Ordinary Shares	Open Offer Shares and Conditional Placing Shares, as the context permits
Open Offer	the conditional invitation to be made by the Company to Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price, in accordance with the terms set out in the Circular and/or the Application Form
Open Offer Shares	up to 10,844,426 new Ordinary Shares to be issued pursuant to the Open Offer
Ordinary Shares	the ordinary shares of £0.01 each in the capital of the Company
Overseas Shareholders	Shareholders who have a registered address in or who are located and/or resident in or are citizens of, in each case, a country other than the United Kingdom
Placing Agreement	the agreement dated 20 April 2022 between: (i) the Company; and (ii) Shore Capital relating to the Firm Placing, Open Offer and Conditional Placing, further details of which are set out in the Circular
Qualifying CREST Shareholders	Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in uncertificated form on CREST
Qualifying Non-CREST Shareholders	Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in certificated form
Qualifying Shareholders	Shareholders whose names appear on the register of members of the Company on the Record Date as holders of Existing Ordinary Shares and who are eligible to be offered Open Offer Shares under the Open Offer in accordance with the terms and conditions set out in Part III of the Circular
Record Date	6.00 p.m. on 22 April 2022
Regulatory Information Service	any of the services set out on the list maintained by the London Stock Exchange as set out in the AIM Rules
RIS	Regulatory Information Service
Shareholders	the shareholders of the Company from time to time
Shore Capital	together, Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
United States or US	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia

 

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