Proposed Disposal, Tender Offer and Cancellation

Bonhill Group PLC

07 June 2023

 

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018), AS AMENDED.

7 June 2023

Bonhill Group plc

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

Proposed Disposal of the Business and Assets of InvestmentNews LLC,

Tender Offer of up to 48,013,696 Ordinary Shares at

10 pence per Ordinary Share

and

Cancellation of Admission of Ordinary Shares to trading on AIM

 

Bonhill (AIM: BONH), announces that, further to its announcement on 24 May 2023, it is later today posting a circular to its shareholders ("Circular") regarding: -

·    the conditional disposal of the business and assets of InvestmentNews LLC (the "Disposal");

·    as soon as practicable following Completion and, subject to certain approvals at the General Meeting, a return of substantially all of its available cash, amounting to approximately £4.8 million, equating to 4.0 pence per Ordinary Share (or 10.0 pence per Ordinary Share in the Tender Offer), to Shareholders by way of a tender offer (the "Tender Offer");

·    the cancellation of the admission of its Ordinary Shares to trading on AIM following the close of the Tender Offer (the "Cancellation"); and

·    its re-registration as a private limited company following the Cancellation.  

Each of the Disposal and the Tender Offer is conditional on Shareholders' approval. The proposed Tender Offer will only take place if the Disposal is approved by Shareholders and then subsequently completes which is expected to occur on or around 23 June 2023 following a general meeting to be held at 10.00 a.m. on the same day (the "General Meeting"), following which the Tender Offer will be launched.  Subject to Completion and completion of the Tender Offer, the Directors have concluded that it would be in the best interests of the Company and its Shareholders as a whole to proceed with the Cancellation.

Accordingly, the Company is seeking Shareholders' approval at the General Meeting for each of the Disposal, the proposed Tender Offer, Cancellation and Re-registration (together the "Proposals").

Further details of the Proposals in the form of extracts from the Circular are set out below. A copy of the Circular will be published shortly on the Company's website at www.bonhillplc.com. Capitalised terms used but not defined in this announcement will have the same meaning given to them in the Circular.

Tender Offer

Subject to approval of the Disposal and Resolution 2 at the General Meeting, each Eligible Shareholder shall be entitled to tender 40.25 per cent. of the Ordinary Shares held by them at the Record Date, rounded down to the nearest whole number of Ordinary Shares at a price of 10 pence per Ordinary Share (the "Entitlement"). If either of the Disposal and Resolution 2 are not approved at the General Meeting, the Tender Offer will not proceed and any Tender Forms which have been submitted will not be valid.

The Tender Price of 10 pence per Ordinary Share represents a premium of 66.67 per cent. to the closing price of 6.0 pence per Ordinary Share on the Latest Practicable Date.

The Tender Offer shall be made available to all Eligible Shareholders who are on the Register at the Record Date. The Tender Offer shall be effected by Shore Capital Stockbrokers (acting as principal and not as agent, nominee or trustee) purchasing Ordinary Shares from Eligible Shareholders. It is proposed that Shore Capital Stockbrokers in turn, shall have the right to require the Company to purchase from it, and can be required by the Company to sell to it, such Ordinary Shares at the Tender Price pursuant to the terms of the proposed Repurchase Agreement, details of which will be set out in the Circular. All Ordinary Shares purchased by the Company from Shore Capital Stockbrokers pursuant to the Repurchase Agreement will be cancelled.

The Company requires authority from Shareholders to purchase any such Ordinary Shares and this is being sought at the General Meeting to be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD at 10.00 a.m. on 23 June 2023.

The Independent Directors are making no recommendation to Shareholders in relation to their participation in the Tender Offer. Whether or not Eligible Shareholders decide to tender all or any of their Ordinary Shares will depend on, among other things, their view of Bonhill's prospects, (including the Cancellation) further details of which are set out below, and their own individual circumstances, including their tax position. Eligible Shareholders should make their own decision and are recommended to consult a duly authorised independent financial adviser. However, Shareholders should note that certain Directors, being Laurie Benson and Jonathan Glasspool intend to tender, in aggregate, 639,934 Ordinary Shares representing approximately 0.54 per cent. of the Company's issued share capital. John French, Executive Director and the Chief Executive Officer of InvestmentNews, will resign as a Director and step down from the Board upon completion of the Disposal as he is joining Key Media and, therefore he has not participated in the Board's consideration of, or recommendation to proceed with, the Proposals. In addition, Richard Staveley, a Non-Executive Director, will step down from the Board following the passing of the Resolutions. 

Cancellation of Admission of Ordinary Shares to trading on AIM

Following the Cancellation and Re-registration becoming effective, the Board intends to delist the Company from AIM and subsequently place the Company into a members' voluntary liquidation, further details on which will be set out in the Circular. In accordance with Rule 41 of the AIM Rules for Companies, the Company has notified the London Stock Exchange of the date of Cancellation. Cancellation is also conditional on Shareholders' approval and a further resolution of the Board.

Accordingly, the Company is seeking Shareholders' approval at the General Meeting for the Cancellation and the re-registration. If the Cancellation Resolution is passed at the General Meeting, it is expected that the last day of dealings in the Ordinary Shares on AIM will be 28 July 2023 and that Cancellation will become effective at 7.00 a.m. on 31 July 2023. Shareholders should note that no dealing or matched bargain facilities will be made available following the Cancellation. Shareholders who are in any doubt as to how to trade their Ordinary Shares following Cancellation becoming effective should contact their stockbroker or other independent financial adviser authorised under FSMA. 

Pursuant to Rule 41 of the AIM Rules for Companies, the Cancellation Resolution is conditional upon the approval of Shareholders holding not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting.

For further enquiries please contact:

Bonhill Group plc
Jonathan Glasspool, Non-executive Chairman  Sarah Thompson, Chief Financial Officer	[phone] [phone]
Shore Capital (Financial Adviser, Nominated Adviser and Broker)
Tom Griffiths/David Coaten /Tom Knibbs	[phone]

APPENDIX I - EXTRACTS FROM THE CIRCULAR

LETTER FROM THE CHAIRMAN

Introduction

On 24 May 2023, the Company announced that it had exchanged contracts with KM Business Information US, Inc. ("KM Business Information"), a Key Media company, regarding the conditional disposal of the business and assets of InvestmentNews LLC ("InvestmentNews") for a total cash consideration of $4.1 million (£3.3 million) (the "Disposal"). Due to its size, under the AIM Rules for Companies, the Disposal is conditional on Shareholders' approval.

As soon as practicable following completion of the Disposal and subject to approval of Resolution 2 at the General Meeting, the Company intends to return substantially all of its available cash, amounting to approximately £4.8 million, equating to 4.0 pence per Ordinary Share (or 10.0 pence per Ordinary Share in the Tender Offer), to Shareholders by way of a tender offer. As previously announced, the Board has concluded that a tender offer is the best and most efficient way to return a significant amount of capital to Shareholders in a short space of time, taking account of the relative costs, complexity and timeframes of the various possible methods, as well as the likely tax treatment for Shareholders (the "Tender Offer"). The Tender Offer is conditional on Shareholders' approval and will only take place if the Disposal completes which is expected to occur on or around 23 June 2023, following which the Tender Offer will be launched. Shareholders should note that if the Disposal does not complete for any reason and Resolution 2 is not approved at the General Meeting, the Tender Offer will not proceed. In such circumstances, the Company will make an appropriate announcement.

Subject to the completion of each of the Disposal and the Tender Offer, the Directors have concluded that it would be in the best interests of the Company and its Shareholders as a whole to cancel admission of the Ordinary Shares to trading on AIM and for the Company to be re-registered as a private limited company. Following the Cancellation and Re-registration becoming effective, the Board intends to place the Company into a members' voluntary liquidation process, further details on which are set out in paragraph 9 below.

Shareholders should be aware that if the Cancellation Resolution is approved at the General Meeting, it is expected that the last day of dealings in the Ordinary Shares on AIM will be 28 July 2023 and that Cancellation will become effective on 31 July 2023. Shareholders should note that no dealing or matched bargain facilities will be made available following the Cancellation. Shareholders who are in any doubt as to how to trade their Ordinary Shares following Cancellation becoming effective should contact their stockbroker or other independent financial adviser authorised under FSMA.

In accordance with Rule 41 of the AIM Rules for Companies, the Company has notified the London Stock Exchange of the date of Cancellation. Cancellation is also conditional on Shareholders' approval and a further resolution of the Board. Accordingly, the Company is seeking Shareholders' approval at the General Meeting for the Disposal, the proposed Tender Offer, Cancellation and Re-registration (together the "Proposals"). If the Cancellation Resolution is passed at the General Meeting, it is expected that the last day of dealings in the Ordinary Shares on AIM will be 28 July 2023 and that Cancellation will become effective at 7.00 a.m. on 31 July 2023.

Pursuant to Rule 41 of the AIM Rules for Companies, the Cancellation Resolution is conditional upon the approval of Shareholders holding not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting.

The purpose of this Circular is to provide you with the background to and reasons for the Proposals and to explain why the Independent Directors consider that they are in the best interests of the Company and its Shareholders as a whole and why they recommend that Shareholders should vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do in respect of their own beneficial shareholdings, which amount, in aggregate, to 639,934 Ordinary Shares, representing approximately 0.54 per cent. of the Company's issued share capital. A notice convening the General Meeting to be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD at 10.00 a.m. on 23 June 2023 is set out at the end of the Circular.

John French, Executive Director and the Chief Executive Officer of InvestmentNews, will resign as a Director and step down from the Board upon completion of the Disposal as he is joining Key Media and, therefore he has not participated in the Board's consideration of, or recommendation to proceed with, the Proposals.

Directors' intentions regarding the Tender Offer

Laurie Benson and Jonathan Glasspool, who hold, in aggregate, 639,934 Ordinary Shares, representing approximately 0.54 per cent. of the Company's issued share capital, intend to tender, in aggregate, 257,573 Ordinary Shares, representing approximately 0.54 per cent. of the number of Ordinary Shares available for tender in the Tender Offer, and representing their maximum entitlement under the Tender Offer. The Independent Directors are making no recommendation to Shareholders in relation to their participation in the Tender Offer. Whether or not Eligible Shareholders decide to tender all or any of their Ordinary Shares will depend on, among other matters, their view of Bonhill's prospects (including the Cancellation), further details of which are set out below, and their own individual circumstances, including their tax position. Eligible Shareholders should make their own decision and are recommended to consult a duly authorised independent financial adviser. Shareholders should be aware that if the Cancellation Resolution is approved at the General Meeting, it is expected that the last day of dealings in the Ordinary Shares on AIM will be 28 July 2023 and that Cancellation will become effective on 31 July 2023. Shareholders should note that no dealing or matched bargain facilities will be made available following the Cancellation. Shareholders who are in any doubt as to how to trade their Ordinary Shares following Cancellation becoming effective should contact their stockbroker or other independent financial adviser authorised under FSMA.

1.     Background to and reasons for the Proposals
Proposed disposal of InvestmentNews

On 10 February 2023, the Company announced that it had exchanged contracts for the conditional sale of its UK and Asia Businesses to MA Financial Media for total cash consideration of £6.5 million, subject to shareholder approval. The Company also announced that as soon as practicable following completion of the disposals of both the UK and Asia Businesses and InvestmentNews, it intended to return substantially all of its cash to Shareholders by way of a tender offer. Following Shareholders' approval being obtained at the Company's general meeting on 27 February 2023, completion of the disposal of the UK and Asia Businesses took place on 28 February 2023. Following receipt of the proceeds from the sale, the Company repaid in full the secured loan facility granted by Rockwood Strategic plc, including interest, amounting in total to £1.05 million.

On 10 March 2023, the Company announced that the non-binding offer of $6.5 million in cash for the business and assets of InvestmentNews, which had been received from a US media buyer and announced on 10 February 2023 had been lowered materially and the exclusivity period granted to that potential buyer had therefore ended. The Company also announced that, subject to the completion of satisfactory due diligence, it had received a non-binding offer from another US media buyer (being KM Business Information) for the business and assets of InvestmentNews of $4.1 million in cash.

On 24 May 2023, it was announced that the Company had entered into the Asset Purchase Agreement with KM Business Information for the conditional disposal of the business and assets of InvestmentNews for a total cash consideration of $4.1 million and that the obligations under InvestmentNews' lease on its offices at 685 3rd Avenue, New York to January 2028, with a value of approximately $1.9 million, would not be included in the Disposal, which was expected to be assigned to another media company, with effect from the end of June 2023. A further announcement will be made by the Company in due course.

Further details of the Disposal are set out below.
Capital reduction

On 26 April 2023, the Company announced that the Capital Reduction to increase the Company's distributable reserves, in order to effect the proposed return of capital to Shareholders via the Tender Offer, had been sanctioned by the Court. The Capital Reduction became effective upon the registration of the court order with the Registrar of Companies, which occurred on 11 May 2023.

The Tender Offer

The Board considers the proposed Tender Offer to be beneficial to Shareholders for the following principal reasons:

·         it has tax advantages for Eligible Shareholders;

·         it is available to all Eligible Shareholders regardless of the size of their holding;

·         it allows all Eligible Shareholders to receive the same price per Ordinary Share (at a premium of 66.67 per cent. to the closing price per Ordinary Share on the Latest Practicable Date) irrespective of the size of their shareholding and with no dealing costs.

Further return of cash

In the event that the Tender Offer is not taken up in full and to the extent that there is any remaining cash above the Company's on-going requirements, this may be returned to Shareholders by the liquidators following the conclusion of the members' voluntary winding up procedure. However, the Board understands that the return of any further cash to Shareholders following the appointment of liquidators may take considerable time following the Cancellation becoming effective, and the level of cash (if any) cannot be guaranteed, and therefore Shareholders are strongly encouraged to participate in the Tender Offer. It should be noted that if the Disposal does not occur for any reason and Resolution 2 is not approved at the General Meeting, the Tender Offer will not proceed. In such circumstances, the Company will make an appropriate announcement.

Cancellation

Following completion of the Disposal, having considered the options and while the prospect of becoming an AIM Rule 15 cash shell is potentially attractive, the Board has resolved, in the current climate, to return substantially all of its available cash (amounting to approximately £4.8 million, equating to 4.0 pence per Ordinary Share, following receipt of the consideration from the Disposal which is expected to be received on or around 23 June 2023) to Shareholders in the short term, and to seek Cancellation and Re-registration which it believes are in the best interests of the Company and Shareholders as a whole.

Shareholders should note that no dealing or matched bargain facilities will be made available following the Cancellation.

Re-registration

As set out above, following Cancellation becoming effective, the Directors believe that the requirements and associated costs of the Company maintaining its public company status will be difficult to justify and that the Company will benefit from the more flexible requirements and lower costs associated with being a private limited company, which will make it easier and quicker to effect the members' voluntary liquidation. It is  therefore proposed to re-register the Company as a private limited company. In view of the proposed members' voluntary liquidation of the Company, it is not proposed to adopt new articles appropriate for a private limited company following the Cancellation and Re-registration. The principal effects of the Re-registration on the rights and obligations of Shareholders and the Company are summarised in Part V of the Circular.

An application will be made to the Registrar of Companies for the Company to be re-registered as a private limited company. Re-registration will take effect when the Registrar of Companies issues a certificate of incorporation on Re-registration, which is expected to be during August.

2.     Details of the Disposal

InvestmentNews is to be disposed of by way of the acquisition of certain tangible and intangible assets by KM Business Information. In the year ended 31 December 2022, InvestmentNews generated audited turnover of approximately £7.2 million and made an operating loss of approximately £2.2 million. At the same date, it had audited net liabilities of approximately £11.8 million.

The obligations under InvestmentNews' lease on its offices at 685 3rd Avenue, New York to January 2028, with a value of approximately $1.9 million, are not included in the Disposal and is expected to be assigned to another media company, with effect from the end of June 2023. A further announcement will be made by the Company in due course.

The Disposal will represent a fundamental change of business for the Company pursuant to Rule 15 of the AIM Rules for Companies and is therefore subject to Shareholders' approval which is to be obtained at the General Meeting. A notice convening the General Meeting to be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD at 10.00 a.m. on 23 June 2023 is set out at the end of the Circular. Completion of the Disposal and receipt of the consideration are expected to take place shortly following the General Meeting.

KM Business Information is a Key Media company. Key Media is one of the leading niche publishing companies in the world, with over 300 employees across eight countries, including Australia, New Zealand, Philippines, USA, UK, Korea, Antigua and Canada. It delivers world-class content via multiple platforms - online to a combined audience of over 2.4 million unique visitors per month, through the pages of over 100 magazines it publishes per year, and face-to-face at its 90+ annual events enjoyed by thousands of key industry players. Key Media prides itself on an entrepreneurialism, innovativeness, agility and perceptiveness that allows it to react to the needs of its niche audiences quickly and precisely.

3.     Summary of the Asset Purchase Agreement

On 24 May 2023, the Company entered into the Asset Purchase Agreement, pursuant to which it has conditionally agreed to dispose of the business and assets of InvestmentNews to KM Business Information for a total cash consideration of $4.1 million (£3.3 million). The obligations under InvestmentNews' lease on its offices at 685 3rd Avenue, New York to January 2028, with a value of approximately $1.9 million, are not included in the Disposal. As noted above, it is expected that the lease will be assigned to a third party at the end of June 2023.

Completion of the Asset Purchase Agreement, which is conditional on the passing of Resolution 1 as set out in the Notice, is expected to take place shortly following conclusion of the General Meeting.

Pursuant to the Asset Purchase Agreement, the business and assets of InvestmentNews, save for InvestmentNews' lease on its offices, are to be sold to KM Business Information. Under the terms of the Asset Purchase Agreement, the purchase price payable by KM Business Information is $4.1 million (£3.3 million) all of which is payable on Completion which is subject to Shareholder approval.

In the period between the date of the Asset Purchase Agreement and Completion, Bonhill has agreed to procure that InvestmentNews will carry on business in the ordinary course. The Company and InvestmentNews have provided certain warranties and a limited number of indemnities to KM Business Information in respect of certain agreed matters. The Company and InvestmentNews have agreed to certain non-compete restrictions in respect of the business and assets being disposed of. However, it is not envisaged that the Company or InvestmentNews will carry on any trade following the Disposal.

4.     The Tender Offer

Earlier today, the Company announced that it proposed to return approximately £4.8 million, equating to 4.0 pence per Ordinary Share (or 10.0 pence per Ordinary Share in the Tender Offer), by way of a conditional tender offer pursuant to which Eligible Shareholders are invited to tender some or all of their Ordinary Shares up to their Entitlement. Subject to approval of the Disposal and Resolution 2 at the General Meeting, each Eligible Shareholder shall be entitled to tender 40.25 per cent. of the Ordinary Shares held by them at the Record Date, rounded down to the nearest whole number of Ordinary Shares at a price of 10 pence per Ordinary Share (the "Entitlement"). If the Disposal and Resolution 2 are not approved at the General Meeting, the Tender Offer will not proceed and any Tender Forms which have been submitted will not be valid.

The Tender Price of 10 pence per Ordinary Share represents a premium of 66.67 per cent. to the closing price of 6.0 pence per Ordinary Share on the Latest Practicable Date.

A table showing the closing price for the Ordinary Shares on the first Business Day of each of the six months before the date of the Circular and on the Latest Practicable Date is set out in paragraph 3 of Part VII of the Circular.

Eligible Shareholders are not required to tender any or all of their Ordinary Shares (up to their Entitlement) if they do not wish to do so, but are strongly encouraged to review their potential participation in light of the Cancellation and the matters set out in the paragraph entitled "Further return of cash" above.

The Tender Offer shall be made available to all Eligible Shareholders who are on the Register at the Record Date.

Subject to approval of the Disposal and Resolution 2 at the General Meeting, the Tender Offer shall be effected by Shore Capital Stockbrokers (acting as principal and not as agent, nominee or trustee) purchasing Ordinary Shares from Eligible Shareholders. It is proposed that Shore Capital Stockbrokers in turn, shall have the right to require the Company to purchase from it, and can be required by the Company to sell to it, such Ordinary Shares at the Tender Price pursuant to the terms of the proposed Repurchase Agreement, details of which are set out in paragraph 2 of Part VII of the Circular. All Ordinary Shares purchased by the Company from Shore Capital Stockbrokers pursuant to the Repurchase Agreement will be cancelled.

The Company requires authority from Shareholders to purchase any such Ordinary Shares and this is being sought at the General Meeting to be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD at 10.00 a.m. on 23 June 2023.

The Independent Directors are making no recommendation to Shareholders in relation to their participation in the Tender Offer. Whether or not Eligible Shareholders decide to tender all or any of their Ordinary Shares will depend on, among other things, their view of Bonhill's prospects, (including the Cancellation) further details of which are set out below, and their own individual circumstances, including their tax position. Eligible Shareholders should make their own decision and are recommended to consult a duly authorised independent financial adviser. However, Shareholders should note that certain Directors, being Laurie Benson and Jonathan Glasspool intend to tender in aggregate 639,934 Ordinary Shares representing approximately 0.54 per cent. of the Company's issued share capital. Shareholders should be aware that if the Cancellation Resolution is approved at the General Meeting, it is expected that the last day of dealings in the Ordinary Shares on AIM will be 28 July 2023 and that Cancellation will become effective on 31 July 2023. Shareholders should note that no dealing or matched bargain facilities will be made available following the Cancellation. Shareholders who are in any doubt as to how to trade their Ordinary Shares following Cancellation becoming effective should contact their stockbroker or other independent financial adviser authorised under FSMA.

Subject to approval of the Disposal and Resolution 2 at the General Meeting, the Tender Offer shall be made on behalf of the Company by Shore Capital Stockbrokers to all Shareholders who are on the Register at the Record Date, save that for legal and regulatory reasons, the Company is unable to make the opportunity to participate in the Tender Offer available to Shareholders who are resident in the Restricted Territories. Full details of the proposed Tender Offer, including the terms and conditions on which it is being made, are set out in Part II of the Circular and, in relation to Eligible Shareholders holding Ordinary Shares in certificated form, on the Tender Form.

There is no guarantee that any Ordinary Shares will be acquired pursuant to the Tender Offer. The Tender Offer is conditional, inter alia, on the passing of Resolution 2 set out in the Notice at the end of the Circular and the satisfaction of the other Conditions set out in paragraph 2 of Part II of the Circular, including Completion of the Disposal. The approval of Resolution 2 requires not less than 75 per cent. of those voting at the General Meeting in person or by proxy to vote in favour of the resolution. It is possible that Shareholders may not approve the Tender Offer.

The proposed Tender Offer shall involve the following steps:

·         The Tender Offer shall be made to Eligible Shareholders by Shore Capital Stockbrokers for the purchase of up to 48,013,696 Ordinary Shares. Under the Tender Offer and following approval of the requisite resolutions at the General Meeting, each Shareholder shall be entitled to have up to 40.25 per cent. of his or her shareholding purchased by Shore Capital Stockbrokers at the Tender Price (10 pence per Ordinary Share).

·         Eligible Shareholders will be able to decide to tender none, some, or all of their Ordinary Shares up to their Entitlement within the overall limits of the Tender Offer.

·         Tenders will only be accepted in relation to a Shareholder's Entitlement and there is no ability for Shareholders to tender more than their Entitlement.

·         All Ordinary Shares validly tendered by any Shareholder up to their Entitlement will be accepted in full.

·         The Tender Form to be completed by Shareholders who hold their Ordinary Shares in certificated form contains a box to enable those Shareholders to specify the total number of Ordinary Shares that they wish to tender (Box 1b).

·         Shareholders who hold their Ordinary Shares in uncertificated form (i.e. in CREST) and who wish to tender their Entitlement should send a TTE instruction through CREST to the member account set out in paragraph 3.3.1 of Part II of the Circular. The Receiving Agent will calculate your Entitlement on the Record Date and return any excess Ordinary Shares. If you wish to tender a different number of Ordinary Shares to your Entitlement, you should send a TTE Instruction through CREST to the same member account specifying such number of Ordinary Shares that you wish to tender.

·         All successfully tendered Ordinary Shares purchased by Shore Capital Stockbrokers will be repurchased from Shore Capital Stockbrokers by the Company and will be cancelled.

·         While any rights of Shareholders who choose not to tender their Ordinary Shares will be unaffected, the significant reduction in the Company's issued share capital may result in a consequential reduction in the liquidity of the Ordinary Shares in the secondary market while still admitted to trading on AIM. Shareholders should be aware that if the Cancellation Resolution is approved at the General Meeting, it is expected that the last day of dealings in the Ordinary Shares on AIM will be 28 July 2023 and that Cancellation will become effective on 31 July 2023. Shareholders should note that no dealing or matched bargain facilities will be made available following the Cancellation. Shareholders who are in any doubt as to how to trade their Ordinary Shares following Cancellation becoming effective should contact their stockbroker or other independent financial adviser authorised under FSMA.

In the event that Disposal is not approved at the General Meeting, or the Disposal does not complete for any reason, or Resolution 2 is not passed, the Tender Offer will not be launched. In such circumstances, any Tender Forms submitted will not be valid. The Company will make an appropriate announcement.

Shareholders' attention is drawn to the Conditions set out in Part II of the Circular and to the Questions and Answers on the Tender Offer set out in Part III of the Circular.

Tender Offer results announcement and Unconditional Date

As set out in the "Expected Timetable of Principal Events" on page 4 of this Circular, it is expected that the results of the proposed Tender Offer will be announced on 19 July 2023, at which time the Tender Offer is expected to become unconditional subject to the Conditions set out in paragraph 2 of Part II ("Terms and Conditions of the Tender Offer") of this Circular having been satisfied. Until such time as the Tender Offer becomes unconditional, the Tender Offer will be subject to the Conditions described in paragraph 2 of Part II ("Terms and Conditions of the Tender Offer") of this Circular. Settlement is then expected to take place as set out in the Expected Timetable of Principal Events" on page 4 of this Circular and as provided for in Part II ("Terms and Conditions of the Tender Offer") of this Circular.

Taxation

A guide to certain UK tax consequences of the proposed Tender Offer for Shareholders under current UK law and HM Revenue & Customs practice is set out in Part IV of the Circular.

Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the UK should consult an appropriate professional adviser.

Overseas Shareholders

Shareholders with registered or mailing addresses outside the UK, or who are citizens or nationals of, or resident in, a jurisdiction other than the UK, should read paragraph 9 of Part II of the Circular and the relevant provisions of the Tender Form. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to complete and return a Tender Form.

Proposed Repurchase Agreement

Under the terms of the proposed Repurchase Agreement, the Company shall grant a put option to Shore Capital Stockbrokers which, on exercise by Shore Capital Stockbrokers, obliges the Company to purchase from Shore Capital Stockbrokers, at the Tender Price, the Ordinary Shares purchased by Shore Capital Stockbrokers pursuant to the Tender Offer. In addition, under the terms of the proposed Repurchase Agreement, Shore Capital Stockbrokers shall grant the Company a call option which, on exercise by the Company, shall oblige Shore Capital Stockbrokers to sell to the Company, at the Tender Price, the Ordinary Shares proposed to be purchased by Shore Capital Stockbrokers pursuant to the Tender Offer. Under the terms of the proposed Repurchase Agreement and pursuant to the Tender Offer generally, Shore Capital Stockbrokers will act as principal and not as agent, nominee, or trustee. Further details of the proposed Repurchase Agreement are set out in paragraph 2 of Part VII of the Circular.

Directors' intentions regarding the Tender Offer

As set out above, Laurie Benson and Jonathan Glasspool, who hold, in aggregate, 639,934 Ordinary Shares, representing approximately 0.54 per cent. of the Company's issued share capital, intend to tender, in aggregate, 257,573 Ordinary Shares, representing approximately 0.54 per cent. of the number of Ordinary Shares available for tender in the Tender Offer.

5. Cancellation

Background to and reasons for the Cancellation and Re-registration

As previously announced, due to being AIM quoted, the Company is burdened with a fixed set of annual overheads currently amounting to approximately £0.4 million. Subject to Completion, having considered the options and while the prospect of becoming an AIM Rule 15 cash shell is potentially attractive, the Independent Directors have resolved, in the current climate, that a return of substantially all of the Company's available cash (amounting to approximately £4.8 million) equating to 4.0 pence per Ordinary Share (or 10.0 pence per Ordinary Share in the Tender Offer), to Shareholders and to seek the Cancellation and Re-registration is in the best interests of the Company and Shareholders as a whole.

Process for, and principal effects of, the Cancellation

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the Cancellation is approved and becomes effective. Such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective or alternatively should consider participating in the Tender Offer in full and then dispose of any remaining interests in the market prior to the Cancellation becoming effective.

Under the AIM Rules for Companies, the Company is required to give at least 20 clear Business Days' notice of Cancellation. If the Cancellation Resolution is passed at the General Meeting, it is proposed that the last day of trading in Ordinary Shares on AIM will be 28 July 2023 and that the Cancellation will take effect at 7.00 a.m. on 31 July 2023. Shareholders should note that no dealing or matched bargain facilities will be made available following the Cancellation. Shareholders who are in any doubt as to how to trade their Ordinary Shares following Cancellation becoming effective should contact their stockbroker or other independent financial adviser authorised under FSMA.

The principal effects of the Cancellation will include the following:

·         there will be no formal market mechanism enabling the Shareholders to trade in Ordinary Shares;

·         the liquidity and marketability of the Ordinary Shares will therefore be reduced and their value adversely affected;

·         the Ordinary Shares may be more difficult to sell compared to shares of companies traded on AIM (or any other recognised market or trading exchange);

·         in the absence of a formal market and quote, it may be difficult for Shareholders to determine a market value for their investment in the Company at any given time;

·         the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply. In particular, Shareholders will no longer be afforded the protections given by the AIM Rules for Companies, such as the requirement to be notified of certain events and to publicly disclose any changes in major shareholdings in the Company. In addition, the requirement that the Company seek shareholder approval for certain corporate actions, where applicable, including substantial transactions, reverse takeovers, related party transactions and fundamental changes in the Company's business, including certain acquisitions and disposals, will no longer apply;

·         the levels of disclosure and corporate governance within the Company may not be as stringent as for a company quoted on AIM;

·         the Company will no longer be subject to UK MAR regulating inside information and other matters;

·         Shore Capital will cease to be nominated adviser to the Company;

·         whilst the Company's CREST facility will remain in place immediately following the Cancellation becoming effective, the Company's CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they may cease to be transferable through CREST (in which case, Shareholders who hold Ordinary Shares in CREST will receive share certificates);

·         stamp duty will be due on transfers of Ordinary Shares and agreements to transfer shares unless a relevant exemption or relief applies to a particular transfer; and

·         the Cancellation and Re-registration may have personal taxation consequences for Shareholders.

Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of Cancellation on them.

For the avoidance of doubt, the Company will remain registered with the Registrar of Companies in England and Wales in accordance with, and subject to, the Companies Act, notwithstanding the Cancellation and Re-registration becoming effective.

As set out above, John French, Executive Director and Chief Executive Officer of InvestmentNews, will resign as a Director and leave the Board with effect from Completion. In addition, Richard Staveley, a Non-Executive Director, will step down from the Board following the passing of the Resolutions becoming effective. The composition of the Board is expected to remain otherwise unchanged.

6. Re-registration

As set out above, following Cancellation becoming effective, the Directors believe that the requirements and associated costs of the Company maintaining its public company status will be difficult to justify following Completion and, given the proposed winding up of the Company, further details of which are set out in paragraph 9 below, that the Company will benefit from the more flexible requirements and lower costassociated with private limited company status. It is therefore proposed to re-register the Company as a private limited company.

An application will be made to the Registrar of Companies for the Company to be re-registered as a private limited company. Re-registration will take effect when the Registrar of Companies issues a certificate of incorporation on Re-registration.

7.     Takeover Code

Application of the Takeover Code to the Tender Offer

As a public company which has its registered office and central place of management and control in the United Kingdom and is quoted on AIM, the Company is subject to the Takeover Code. Under Rule 9 of the Takeover Code, any person who acquires an interest (as such term is defined in the Takeover Code) in shares which, taken together with the shares in which they and persons acting in concert (as defined by the Takeover Code) with them are interested, carry 30 per cent. or more of the voting rights in a company which is subject to the Takeover Code is normally required to make a general offer to all of the remaining shareholders to acquire their shares.

Similarly, when any person, who together with persons acting in concert with them, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of a company subject to the Takeover Code, but does not hold shares carrying more than 50 per cent. of the voting rights of such a company, acquires an interest in any shares which increases the percentage of shares carrying voting rights in which they are interested, that person together with the persons acting in concert with them, is normally required to extend an offer in cash at a price not less than the highest price paid by them, for shares in the company within the preceding 12 months, to the holders of any class of equity share capital whether voting or non-voting and also to the holders of any class of transferable securities carrying voting rights. Rule 9 of the Takeover Code further provides that where any person, together with persons acting in concert with him/her, holds over 50 per cent. of the voting rights of a company to which the Takeover Code applies and acquires additional shares which carry voting rights, then that person will not generally be required to make a general offer to the other shareholders to acquire the balance of the shares not held by that person or his/her concert parties.

Under Rule 37.1 of the Takeover Code, when a company purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purpose of Rule 9.

However, Note 1 of Rule 37.1 states that a person who comes to exceed the limits in Rule 9.1 as a consequence of a company's redemption or purchase of its own shares will not normally incur an obligation to make a mandatory offer unless that person is a director, or the relationship of the person with any one or more of the directors is such that the person is, or is presumed to be acting in concert with any of the directors. A person who has appointed a representative to the board of the company, and investment managers of investment trusts, will be treated for these purposes as a director.

The Tender Offer has been structured such that no Shareholder should, following completion of the Tender Offer (presuming that is taken up in full, hold 30 per cent. or more of the voting rights in the Company, irrespective of their holding of voting rights prior to the completion of the Tender Offer.

It is proposed that Shore Capital Stockbrokers will purchase, as principal (not as agent, nominee or trustee) shares under the Tender Offer which could result in Shore Capital Stockbrokers acquiring an interest in Ordinary Shares carrying 30 per cent. or more of the voting rights of the Company. Promptly following such purchase, under the terms of the proposed Repurchase Agreement, Shore Capital Stockbrokers will sell all the Ordinary Shares purchased by Shore Capital Stockbrokers pursuant to the Tender Offer to the Company and the Company will buy and cancel the Ordinary Shares which it has purchased.

Accordingly, a waiver has been obtained from the Panel on Takeovers and Mergers in respect of the application of Rule 9 to the purchase by Shore Capital Stockbrokers of the voting shares under the Tender Offer.

Application of the Takeover Code to the Company

Notwithstanding the Cancellation and Re-registration, the Company will continue to be subject to the Takeover Code for a period of 10 years following the Cancellation becoming effective. However, the Takeover Code may cease to apply earlier if the Company ceases to have its place of central management and control in the UK, Channel Islands or Isle of Man.

A summary of the Takeover Code is set out in Part VI of the Circular.

8.      Process for Cancellation

Under the AIM Rules for Companies, it is a requirement that the Cancellation must be approved by Shareholders holding not less than 75 per cent. of votes cast by Shareholders at the General Meeting. Accordingly, the Notice of General Meeting set out at the end of the Circular contains a special resolution to approve the Cancellation.

Furthermore, Rule 41 of the AIM Rules for Companies requires any AIM company that wishes the London Stock Exchange to cancel the admission of its shares to trading on AIM to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 Business Days prior to such date. In accordance with AIM Rule 41, the Directors have notified the London Stock Exchange of the Company's intention, subject to the Cancellation Resolution being passed at the General Meeting, to cancel the Company's admission of the Ordinary Shares to trading on AIM on 31 July 2023.

Accordingly, if the Cancellation Resolution is passed, it is expected that the last day of dealings on AIM in the Ordinary Shares will be 28 July 2023 and that Cancellation will become effective at 7.00 a.m. on 31 July 2023. If the Cancellation becomes effective, Shore Capital will cease to be nominated adviser of the Company and the Company will no longer be required to comply with the AIM Rules for Companies. Shareholders should note that no dealing or matched bargain facilities will be made available following the Cancellation. Shareholders who are in any doubt as to how to trade their Ordinary Shares following Cancellation becoming effective should contact their stockbroker or other independent financial adviser authorised under FSMA.

9.      Members' Voluntary Liquidation

When it is deemed the appropriate time to place the Company into a members' voluntary liquidation, a meeting of the Directors will be convened to swear a Statutory Declaration of Solvency and sign a notice of general meeting of Shareholders. This notice will be circulated to the Shareholders by the company secretary, giving them 21 days' notice of that meeting.

At this general meeting, Shareholders will be asked to pass various resolutions in order to appoint liquidators and to place the Company into a members' voluntary liquidation. In order for the resolutions to be passed, 75 per cent. of Shareholders voting will need to have voted in favour. Any members that are able to attend the meeting in person may do so by proxy, which will be circulated with the notice of the general meeting.

Following the liquidators' appointment, the relevant statutory notices will be issued confirming that the Company has entered liquidation and details of the liquidators' appointed. The liquidators will advertise for creditors' claims to ensure that there are no outstanding amounts due to creditors and prior to the conclusion of the liquidation, will seek clearance from HM Revenue & Customs in respect of VAT and corporation tax. Once all matters have been finalised, the liquidators will look to distribute any remaining funds (if any) to the Shareholders and then conclude the liquidation.

10.    Shareholders' Approval

Set out at the end of the Circular is a notice convening the General Meeting to be held at 10.00 a.m. on 23 June 2023 at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD at which the Resolutions will be proposed as follows:

·         Resolution 1 - to approve the Disposal;

·         Resolution 2 - to approve the return of capital to Shareholders by way of the proposed Tender Offer;

·         Resolution 3 - to approve the Cancellation pursuant to AIM Rule 41 of the AIM Rules for Companies; and

·         Resolution 4 - to approve the Re-registration.

Resolution 2 is conditional on the passing of Resolution 1. In the event that Resolutions 1 and/or 2 are not passed, Resolutions 3 and 4 will not be put to the General Meeting.

11. Action to be taken
Form of Proxy

Whether or not you wish to tender your Ordinary Shares under the Tender Offer and regardless of whether you intend to attend the General Meeting, you are requested to complete, sign and return the accompanying Form of Proxy, in accordance with the instructions printed thereon, so as to be received by the Company's registrars, Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX, as soon as possible, and in any event by no later than 10.00 a.m. on 21 June 2023. The completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person should you so wish.

Tender Offer

Subject to the approval of the Disposal and Resolution 2 at the General Meeting, Shore Capital Stockbrokers shall invite Eligible Shareholders on the Register on the Record Date to tender Ordinary Shares for purchase by Shore Capital Stockbrokers for cash at the Tender Price. This letter is not a recommendation to Shareholders to sell their Ordinary Shares. The Tender Offer is made on the terms and subject to the conditions set out in Part II of the Circular and, for Eligible Shareholders who hold their Ordinary Shares in certificated form, the Tender Form, such terms and conditions being deemed to be incorporated herein and forming part of the Tender Offer. If the resolutions relating to the Disposal and Resolution 2 are not passed by the requisite majorities at the General Meeting, the Tender Offer shall not proceed.

Each Eligible Shareholder will be entitled to have accepted in the Tender Offer valid tenders to Shore Capital Stockbrokers in respect of their Entitlement.

The number of Ordinary Shares to be purchased in the Tender Offer will not, in any event, exceed 48,013,696 Ordinary Shares, representing approximately 40.25 per cent. of the Company's issued share capital on the Record Date.

Shareholders are not obliged to tender any Ordinary Shares. Shareholders who wish to continue their investment in the Company without tendering any Ordinary Shares should not return their Tender Form or send a TTE instruction. However, Shareholders should be aware that if the Cancellation Resolution is passed at the General Meeting, it is expected that the last day of dealings in the Ordinary Shares on AIM will be 28 July 2023 and that Cancellation will become effective on 31 July 2023. Shareholders should note that no dealing or matched bargain facilities will be made available following the Cancellation. Shareholders who are in any doubt as to how to trade their Ordinary Shares following Cancellation becoming effective should contact their stockbroker or other independent financial adviser authorised under FSMA.

The procedure for tendering your Ordinary Shares depends on whether your Ordinary Shares are held in certificated form or uncertificated form and is summarised below.

(a)    Ordinary Shares held in certificated form

Eligible Shareholders who hold Ordinary Shares in certificated form and who wish to tender any or all of their existing holding of Ordinary Shares (up to their Entitlement) should complete the Tender Form in accordance with the instructions printed thereon and in Part II of the Circular and return it by post or by hand (during normal business hours only) to the Receiving Agent, Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX. In respect of certificated Shareholders only, a pre-paid envelope is enclosed for this purpose for holders in the UK only. Eligible Shareholders who hold their Ordinary Shares in certificated form should also return their share certificate(s) and/or other document(s) of title in respect of the Ordinary Shares tendered. Tender Forms and share certificate(s) and/or other document(s) title must be received as soon as possible but in any event by no later than 1.00 p.m. on 18 July 2023. In the event that the Tender Offer does not proceed for any reason, Tender Offer forms will not be valid.

(b)    Ordinary Shares held in uncertificated form

Eligible Shareholders who hold their Ordinary Shares in uncertificated form (i.e. in CREST) and who wish to tender any or all of their Ordinary Shares (up to their Entitlement) should tender electronically through CREST so that the TTE instruction settles by no later than 1.00 p.m. on 18 July 2023. Further details of the procedures for tendering and settlement are set out in Part II of the Circular. You should not seek to make any TTE instructions in respect of the Tender Offer prior to 27 June 2023.

Shareholders should note that, once tendered, Ordinary Shares may not be sold, transferred, charged, or otherwise disposed of other than in accordance with the Tender Offer.

The CREST Manual may assist you in making a TTE Instruction.

Full details of the procedure for tendering Ordinary Shares are set out in Part II of the Circular and, in the case of Ordinary Shares held in certificated form, in the Tender Form.

Shareholders who do not wish to sell any Ordinary Shares under the Tender Offer do not need to take any action, either in relation to the Tender Form or the sending of a TTE Instruction.

Shareholders are reminded that the Tender Offer is not being made to Shareholders located in a Restricted Territory. However, such Shareholders are encouraged to vote in favour of the Resolution.

Validity of Tender Forms

Tender Forms and TTE Instructions which are received after the Closing Date or which at that time are incorrectly completed or not accompanied by all relevant documents or instructions may, at the sole discretion of Shore Capital Stockbrokers, be rejected and returned to Shareholders or their appointed agents, together with any accompanying share certificate(s) and/or other document(s) of title.

Overseas Shareholders

Shareholders with registered or mailing addresses outside the UK, or who are citizens or nationals of, or resident in, a jurisdiction other than the UK, should read paragraph 9 of Part II of the Circular and the relevant provisions of the Tender Form.

Conditions

The Tender Offer is conditional on the satisfaction of the Conditions specified in paragraph 2 of Part II of the Circular.

Termination of the Tender Offer

The Tender Offer may be terminated in the circumstances described in paragraph 7 of Part II of the Circular.

Settlement

Subject to the Tender Offer becoming unconditional, payment of the Tender Price due to Shareholders under the Tender Offer whose tenders have been accepted (rounded down to the nearest whole penny) is expected to be affected by the despatch of cheque(s) or the crediting of CREST accounts (as appropriate) by 28 July 2023.

Further Information

If you have any questions about the procedure for tendering Ordinary Shares or if you want help in completing and returning the Tender Form, please call Share Registrars Limited on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.00 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Share Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Your attention is also drawn to the further information set out in Parts II to VII of the Circular.

If you need advice in relation to the Tender Offer, you should consult an independent financial adviser, authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or if not, from another appropriately authorised independent financial adviser, without delay.

12. Recommendation

The Independent Directors unanimously recommend Shareholders to vote in favour of the Resolutions as they intend to do in respect of their own beneficial shareholdings, which amount, in aggregate, to 639,934 Ordinary Shares, representing approximately 0.54 per cent. of the Company's issued share capital.

The Independent Directors are making no recommendation to Shareholders in relation to their participation in the Tender Offer. Whether or not Eligible Shareholders decide to tender Ordinary Shares will depend on, among other things, their view of Bonhill's prospects (including the Cancellation) and their own individual circumstances, including their tax position. Shareholders should make their own decision and are recommended to consult a duly authorised independent adviser. However, each of the Independent Directors who hold Ordinary Shares have indicated that they will participate in the Tender Offer to the maximum extent possible under the Tender Offer.

Yours faithfully

Jonathan Glasspool
Chairman

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

                                                                                                                                                          2023

Date of publication of the Circular                                                                                           7 June

Latest time and date for receipt of Forms of Proxy and votes via CREST           10.00 a.m. on 21 June

(applicable to CREST shareholders only) for the General Meeting

General Meeting                                                                                               10.00 a.m. on 23 June

Announcement of result of the General Meeting                                                                      23 June

Completion of the Disposal                                                                               on or around 23 June

Launch of the Tender Offer*                                                                                                   27 June

Closing Date - latest time and date for receipt of Tender Forms and   1.00 p.m. on 18 July

settlement of TTE Instruction(s)

Record Date for the Tender Offer                                                                        6.00 p.m. on 18 July

Announcement of result of the Tender Offer                                                                            19 July

Unconditional Date for the Tender Offer* and completion of purchase of                                  19 July

Ordinary Shares under the Tender Offer

CREST accounts credited with Tender Offer proceeds for uncertificated                              by 28 July

Ordinary Shares

Despatch of cheques for Tender Offer consideration in respect of certificated                     by 28 July

Ordinary Shares sold under the Tender Offer and any balance certificates in
respect of any unsold certificated Ordinary Shares

Last day of dealings in Ordinary Shares on AIM                                                           28 July

Cancellation becomes effective                                                                7.00 a.m. on 31 July

Expected occurrence of Re-registration                                                                during August 2023

*It should be noted that if the Disposal is not approved at the General Meeting, the Tender Offer shall not proceed.

Notes:

All references to times throughout the Circular are to London time. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company by an announcement through a Regulatory Information Service.

Each of the Cancellation and Re-registration requires the approval of not less than 75 per cent. of the votes cast by Shareholders, whether voting in person or by proxy, at the General Meeting.

DEFINITIONS

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

"AIM Rules for Companies"              the AIM Rules for Companies of the London Stock Exchange;

"Asset Purchase Agreement"            the conditional asset purchase agreement dated 23 May 2023 between: (1) the Company; (2) InvestmentNews; and (3) KM Business Information;

"Board" or the "Directors"                  the board of directors of the Company whose names are set out on page 5 of the Circular (and each a "Director");

"Business Day"                                a day on which the clearing banks and foreign exchange markets settle payments and are open for general business in London;

"CA 2006" or "Companies Act"          the Companies Act 2006, as amended;

"Cancellation"                                  the proposed cancellation of admission of the Ordinary Shares to trading on AIM in accordance with Rule 41 of the AIM Rules for Companies, subject to passing of the Cancellation Resolution;

"Cancellation Resolution"                resolution 3 to be proposed at the General Meeting;

"Capital Reduction"                          together, the Share Premium Reduction and the Merger Reserve Reduction;

"certificated" or "in certificated         a share or other security which is not in uncertificated form (i.e. not

form"                                                                in CREST);

"Circular"                                         the circular to be sent to Shareholders

"Closing Date"                                  1.00 p.m. (UK time) on 18 July 2023, the time and date on which the Tender Offer closes, unless extended in accordance with the terms set out in the Circular;

"Companies Act"                              the Companies Act 2006;

"Company" or "Bonhill "                   Bonhill Group Plc, a company incorporated and registered in England and Wales under the Act, with registered number 02607995;

"Completion"                                   completion of the Disposal pursuant to the Asset Purchase Agreement;

"Conditions"                                    the conditions set out in paragraph 2 of Part II of the Circular;

"Court"                                             the High Court of England and Wales;

"CREST"                                          the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations);

"CREST Manual"                              the rules governing the operation of CREST as published by Euroclear and as amended from time to time;

"CREST Member"                             a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations);

"CREST Participant"                         a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations);

"CREST Regulations"                       the Uncertificated Securities Regulations 2001 (SI 2001/3755);

"CREST Sponsor"                            a CREST Participant admitted to CREST as a CREST sponsor, being a sponsoring system-participant (as defined in the CREST Regulations);

"CREST Sponsored Member"           a CREST member admitted to CREST as a Sponsored Member;

"Disclosure Guidance and               the disclosure guidance and transparency rules made by the FCA

Transparency Rules"                        pursuant to section 73A of FSMA;

"Disposal"                                        the conditional disposal of the business and assets of InvestmentNews;

"Eligible Shareholder"                     a Shareholder on the register of members of the Company at close of business on the Record Date who is not located in any Restricted Territory;

"Entitlement"                                    has the meaning given to that term in Part I (Letter from the Chairman of the Company) of the Circular;

"Escrow Agent"                                Share Registrars (in its capacity as a CREST participant under Participant ID: 7RA36);

"Euroclear"                                      Euroclear UK & International Limited;

"FCA"                                               the Financial Conduct Authority of the United Kingdom;

"Form of Proxy"                               the form of proxy accompanying Shareholders' copies of the Circular for use by Shareholders in connection with the General Meeting;

"FSMA"                                            the Financial Services and Markets Act 2000, as amended from time to time;

"General Meeting"                            the general meeting of Shareholders convened for 10.00 a.m. on 23 June 2023 at the offices of Charles Russell Speechlys LLP, 5 Fleet

Place, London EC4M 7RD;

"Group"                                            the Company and any undertaking which is a subsidiary undertaking of the Company from time to time;

"HMRC"                                            HM Revenue & Customs;

"Independent Directors"                   the Directors of the Company as at the date of the Circular, other than John French who is joining KM Business Information on

completion of the Disposal;

"InvestmentNews"                            InvestmentNews LLC;

"ITA 2007"                                        the Income Tax Act 2007, as amended;

"KM Business Information"              KM Business Information US, Inc., a Key Media company

"Latest Practicable Date"                  6 June 2023, being the latest practicable date prior to the publication of the Circular;

"MA Financial Media"                       MA Financial Media Limited, a member of the Mark Allen Group, and an ultimate subsidiary of Mark Allen Holdings Limited;

"Member Account ID"                       the identification code or number attached to any member account in CREST;

"Notice"                                            the notice of the General Meeting, which is set out at the end of the Circular;

"Ordinary Shares"                            ordinary shares of 1p each in the capital of the Company (and each an "Ordinary Share");

"Overseas Shareholder"                   a Shareholder who is resident in, or a citizen of, a jurisdiction outside the UK;

"Panel" or "Takeover Panel"              the Panel on Takeovers and Mergers;

"Participant ID"                                the identification code or membership number used in CREST to identify a particular CREST Member or other CREST Participant;

"Proposals"                                      together, the Disposal, the Tender Offer, Cancellation and Re-registration;

"Receiving Agent"                            Share Registrars, in its capacity as receiving agent for the purposes of the Tender Offer;

"Record Date"                                   6.00 pm on 18 July 2023;

"Register"                                         the register of members of the Company;

"Registrars"                                      Share Registrars, in its capacity as registrars to the Company;

"Regulatory Information Service"    one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information from listed companies;

"Re-registration"                               the proposed re-registration of the Company as a private limited company following Cancellation becoming effective;

"Repurchase Agreement"                 the repurchase agreement that is proposed to be entered into between the Company and Shore Capital Stockbrokers described in paragraph 2 of Part VII of the Circular;

"Resolution 2"                                  the special resolution to be proposed at the General Meeting in relation to the proposed on-market buy back, which is set out in full in the Notice at resolution number 2;

"Resolutions"                                   the resolutions set out in the notice of the General Meeting set out at the end of the Circular;

"Restricted Territory" or "Restricted Territories"

the Republic of Ireland, the Netherlands, Portugal, the United States, Canada, Australia, New Zealand, South Africa, Hong Kong, Singapore and Japan and any other jurisdiction where the mailing of the Circular into or inside such territory would constitute a violation of the laws of such territory;

"Shareholders"                                 holders of Ordinary Shares (and each a "Shareholder");

"Shore Capital and Corporate"         means Shore Capital and Corporate Limited;

"Shore Capital Stockbrokers"           means Shore Capital Stockbrokers Limited; 

"Sterling" or "£"                                pounds sterling, being the lawful currency of the UK;

"Takeover Code"                              the City Code on Takeovers and Mergers;

"Tender Form"                                 the tender form accompanying Shareholders' copies of the Circular for use by Eligible Shareholders who hold their Ordinary Shares in certificated form in connection with the Tender Offer;

"Tender Offer"                                  the invitation by the Company to Shareholders to tender Ordinary Shares for conditional purchase by Shore Capital Stockbrokers on the terms and subject to the conditions set out in the Circular and in relation to Shareholders holding Ordinary Shares in certificated form, the Tender Form;

"Tender Price"                                  10 pence being the price per Ordinary Share at which the Ordinary Shares will be purchased pursuant to the Tender Offer;

"TFE Instruction"                             a transfer from escrow instruction (as defined in the CREST manual issued by Euroclear);

"TTE Instruction"                             a transfer to escrow instruction (as defined in the CREST manual issued by Euroclear);

"UK and Asia Businesses"                the business and assets of Bonhill Media UK Limited and Last Word Media (Asia) Pte. Limited;

"UK MAR"                                         the UK version of Regulation (EU) (No 596/2014) of the European Parliament and of the Council of 16 April 2014 on market abuse as it forms part of the domestic law of the United Kingdom including by virtue of the European Union (Withdrawal) Act 2018 as amended;

"uncertificated" or "in                       recorded on the Register as being held in uncertificated form in

uncertificated form"                         CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;

"Unconditional Date"                        the date and time at which the Tender Offer becomes unconditional, which is expected to be 19 July 2023;

"United Kingdom" or "UK"                 the United Kingdom of Great Britain and Northern Ireland;

"United States" or "US"                     the United States of America.

 

END