Result of Placing and Posting of Circular

RNS Number : 4284J

Bonhill Group PLC

09 April 2020

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

9 April 2020

Bonhill Group plc

("Bonhill" or the "Company")

Result of Placing

and

Posting of Circular

Bonhill (AIM: BONH) , a leading B2B media business specialising in three key areas: Business Information, Live Events and Data & Insight, is pleased to announce the successful completion of the Placing announced earlier today.

Result of Placing

A total of 50,000,000 Placing Shares have been placed at the Placing Price of 5 pence per share raising £2.5 million (before expenses). The Placing will take place in two tranches, with the first tranche of 4,858,560 new Ordinary Shares (the "Firm Placing Shares") using the Company's existing shareholder authorities to issue new shares on a non-pre-emptive basis for cash (the "Firm Placing") and the second tranche of 45,141,440 new Ordinary Shares (the "Conditional Placing Shares" and together with the Firm Placing Shares, the "Placing Shares") to be issued subject to shareholder approval to be sought at a General Meeting (the "Conditional Placing").

Directors' Participation

The Directors have conditionally subscribed for an aggregate of 4,680,000 Placing Shares at the Placing Price pursuant to the Placing in the proportions set out below: -

Director	No. of Firm Placing Shares subscribed for	Interest in Ordinary Shares post-First Admission	% of enlarged share capital post-First Admission	No. of Conditional Placing Shares subscribed for	Interest in Ordinary Shares post-Second Admission	% of Enlarged Share Capital
Neil Sachdev	21,540	70,350	0.13%	178,460	248,810	0.25%
Simon Stilwell	215,370	1,080,870	2.02%	1,784,630	2,865,500	2.91%
David Brown	107,570	1,091,543	2.04%	1,772,430	2,863,973	2.91%
Anne Donoghue	43,070	47,604	0.09%	356,930	404,534	0.41%
Fraser Gray	21,540	41,608	0.08%	178,460	220,068	0.22%

Related Party Transactions

Neil Sachdev, Non-Executive Chairman, has agreed to subscribe for 200,000 Placing Shares. As at the date of this announcement, Neil holds 48,810 Existing Ordinary Shares representing approximately 0.1 per cent. of the Existing Ordinary Shares. Simon Stilwell, Chief Executive, has agreed to subscribe for 2,000,000 Placing Shares. As at the date of this announcement, Simon holds 865,500 Existing Ordinary Shares representing approximately 1.78 per cent. of the Existing Ordinary Shares. David Brown, Chief Financial Officer, has agreed to subscribe for 1,880,000 Placing Shares. As at the date of this announcement, David holds 983,973 Existing Ordinary Shares representing approximately 2.03 per cent. of the Existing Ordinary Shares. Anne Donoghue, Non-Executive Director, has agreed to subscribe for 400,000 Placing Shares. As at the date of this announcement, Anne holds 4,534 Existing Ordinary Shares representing approximately 0.01 per cent. of the Existing Ordinary Shares. Fraser Gray, Non-Executive Director, has agreed to subscribe for 200,000 Placing Shares. As at the date of this announcement, Fraser holds 20,068 Existing Ordinary Shares representing approximately 0.04 per cent. of the Existing Ordinary Shares. As Neil, Simon, David, Anne and Fraser are directors of the Company, their aggregate participation in the Placing is a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.

In addition, c lient funds of Downing LLP (together, " Downing LLP") have agreed to subscribe for 6,500,000 Placing Shares. As at the date of this announcement, Downing LLP holds 5,449,813 Existing Ordinary Shares representing approximately 11.22 per cent. of the Existing Ordinary Shares. As such, Downing LLP is a substantial shareholder of the Company and its participation in the Placing is a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.

Schroders plc has agreed to subscribe for 6,500,000 Placing Shares. As at the date of this announcement, Schroders plc holds 5,365,500 Existing Ordinary Shares representing approximately 11.04 per cent. of the Existing Ordinary Shares. As such, Schroders plc is a substantial shareholder of the Company and its participation in the Placing is a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.

As there are no independent Directors, Shore Capital and Corporate, as the Company's nominated adviser, considers that the terms of each of the Director's, Downing LLP's and Schroders plc's participation in the Placing are fair and reasonable insofar as the Shareholders are concerned.

Admission

Application will be made for the admission of the Firm Placing Shares to trading on AIM and dealings in the Firm Placing Shares are expected to occur at 8.00 a.m. on 17 April 2020. Following Admission of the Firm Placing Shares, the enlarged share capital of the Company will comprise 53,444,252 Ordinary Shares. Each Ordinary Share has one voting right. No Ordinary Shares are held in treasury.  Accordingly, the total number of voting rights is 53,444,252. This figure may be used by Shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules.

Subject to shareholder approval, application will be made for the admission of the Conditional Placing Shares to trading on AIM and dealings in the Conditional Placing Shares are expected to occur at 8.00 a.m. on 1 May 2020. Following Admission of the Conditional Placing Shares, the enlarged share capital of the Company will comprise 98,585,692 Ordinary Shares. Each Ordinary Share has one voting right. No Ordinary Shares are held in treasury.  Accordingly, the total number of voting rights will be 98,585,692. This figure may be used by Shareholders from admission of the Conditional Placing Shares as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules.

Posting of Circular

As announced earlier today, on 14 April 2020 the Company expects to post the Circular, containing a notice of general meeting, and a proxy form to Shareholders, and a copy of the Circular will be available on the Company's website at www.bonhillplc.com .

General Meeting

In view of the ongoing COVID-19 pandemic, the Company and the Board remind all Shareholders of the British Government's new rules prohibiting gatherings of more than two people from a different household. Shareholders of the Company should therefore comply with the Government's rules by not attending the General Meeting in person and instead appoint the Chairman of the meeting as their proxy with their voting instructions. Any Shareholder seeking to attend the General Meeting will be refused entry. The Company is taking these precautionary measures to comply with the British Government's rules in relation to the COVID-19 pandemic, to safeguard its shareholders' and employees' health and to make the General Meeting as safe as possible.

Instructions on voting will be attached to the notice of general meeting and proxy form to be sent out to shareholders. The Company's registrars will accept scans of the proxy forms via email sent to the following address: [e-mail] with 'Bonhill Group PLC General Meeting Vote' in the subject line.

Simon Stilwell, Chief Executive of Bonhill, commented:

"We are pleased to announce the Placing against a very challenging macro environment. We are grateful for the continuing support shown by our existing shareholders and welcome those new investors who have subscribed in the Placing. We are determined to continue to transform the underlying quality of the business during the coming months and emerge with better systems, process and products."

All capitalised terms in this announcement are as defined in the Company's announcement of earlier today.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR").

-ends-

For further enquiries please contact:

Bonhill Group plc	[phone]
Simon Stilwell, Chief Executive David Brown, Group Finance Director
Shore Capital (Nominated Adviser and Joint Broker)	[phone]
Tom Griffiths/David Coaten (Corporate Advisory)
Canaccord Genuity Limited (Joint Broker) Bobbie Hilliam Adam James Georgina McCooke	[phone]
Houston (PR Adviser)	[phone]
Alexander Clelland

About Bonhill Group plc

Bonhill Group plc is a leading, AIM-quoted, B2B media company providing Business Insight, Events and Data & Analytics propositions to Financial Services, Diversity and Technology business communities in 25 countries. Bonhill operates fifteen information websites, publishes four regular print titles, hosts 120 events per annum, offers a portfolio of data & analytics propositions and provides a range of content marketing solutions.

The business creates content, sales and marketing opportunities, networking events and transactional opportunities for its audiences of entrepreneurs, business owners and managers, CTOs & technology leaders, asset & wealth managers, and professional women, in addition to its sponsors, advertising clients and customers. Flagship brands include: InvestmentNews, 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

 

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