Acquisition, Proposed Placing and Notice of GM

RNS Number : 5314I

Brave Bison Group PLC

13 August 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM 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.  PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)).  UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

13 August 2021

Brave Bison Group plc

("Brave Bison", the "Company" and together with its subsidiaries the "Group")

Acquisition of Greenlight

Proposed Placing of Ordinary Shares

and

Notice of General Meeting

Brave Bison Group plc (AIM: BBSN),   the social media and marketing group , is pleased to announce that it has entered into a conditional agreement to acquire the entire issued share capital of Greenlight Digital Limited and Greenlight Commerce Limited (together, "Greenlight") for an aggregate consideration of c.£6.8 million (the "Acquisition").

Greenlight is a digital advertising and technology company with more than 120 employees in the UK and across Eastern Europe. Greenlight works with blue-chip brands and omni-channel retailers on digital advertising and eCommerce technology systems. Current Greenlight clients include Dixons Carphone, Muller, GAP, Furniture Village and New Balance.

Brave Bison also announces that, in order to finance the Acquisition, the Company has conditionally raised gross proceeds of c.£6.2 million by way of a placing of 455,555,560 new ordinary shares of 0.1 penny each in the Company ("Ordinary Shares") at a price of 1.35 pence per Ordinary Share (the "PlacingPrice") with new and existing institutional and other investors (the "Placing"). The Placing is conditional on, inter alia, shareholder approval of certain resolutions to be proposed at a general meeting of the Company.

The Vendors of Greenlight will receive a total net consideration comprising an aggregate of £6.75 million in cash and 6,601,000 new Ordinary Shares at the Placing Price (the "Consideration Shares").

Transaction Highlights:

· Transformational acquisition that is expected to be significantly earnings accretive in the current year and beyond. In FY20, Greenlight generated revenue of c.£14.3 million and Adjusted EBITDA of c.£0.8 million, more than doubling the Group's revenues on a pro-forma basis.

· Strategic leap for Brave Bison through the acquisition of in-demand and high-growth digital-first capabilities, such as Paid & Organic Media and eCommerce Technology. The combination with Greenlight brings new talent, new services and new opportunities to the Group, including further expansion into APAC using Brave Bison's existing operations in Singapore as a beachhead.

· Oversubscribed placing to raise gross proceeds of c.£ 6.2 million through the issue of 455,555,560 new Ordinary Shares (the " Placing Shares ") at the Placing Price. Oliver & Theo Green, Brave Bison's Executive Chairman and Chief Growth Officer respectively, have committed £1.0m to the Placing through Tangent Marketing Services Limited ("T MS "), which will own 22.5% of the enlarged Group. The Placing has received strong support from institutions including existing investor CIP Merchant Capital (" CIP "), as well as new blue-chip investors.

· Total net consideration of c.£6.8m payable under the Acquisition. The Acquisition will be funded using £5.8 million in net proceeds from the Placing, a portion of the Company's cash resources and via the issue of the Consideration Shares. On completion of the Acquisition, the enlarged group is expected to have gross cash resources of £3.4 million and unaudited net cash of £2.0 million.

· Cenkos Securities plc ("Cenkos") is acting as nominated adviser, sole broker and sole bookrunner in connection with the Placing.

· The Placing and the Acquisition are inter conditional, with the Placing conditional upon, inter alia, the passing by Brave Bison shareholders of resolutions at a general meeting of the Company to be held on 3 1 August 2021 (the " General Meeting ") to provide authority for the issue of the Placing Shares.

Oliver Green, Executive Chairman of Brave Bison, commented:

"We are building a media group for the new era: a single business that combines our own media network with digital and social marketing services, providing clients with access to both eyeballs and execution. This acquisition represents a significant step towards realising our vision and we are delighted to welcome the Greenlight team into the Group"

Theo Green, Chief Growth Officer of Brave Bison, commented:

"Acquiring Greenlight will approximately double our revenues, on a pro-forma basis, and more than triple the size of our team, giving us immediate scale in the digital-first advertising market. We are thrilled to be working with such ambitious and high-quality clients and pleased to welcome a number of new institutions and shareholders to the register."

Further details of the Acquisition and the Placing are set out below.

For further information please contact:

Brave Bison Group plc  Oliver Green, Executive Chairman Theo Green, Chief Growth Officer Phillipa Norridge, Chief Financial Officer	via Cenkos
Cenkos Securities plc (NOMAD and Broker) Nicholas Wells / Ben Jeynes / Dan Hodkinson (Corporate Finance) Dale Bellis (Sales)	[phone]

Brave Bison and Current Trading

Brave Bison is a social media and marketing group with offices in London and Singapore. The Group generates advertising revenue from a network of over 650 social media channels across YouTube, Snapchat, Facebook and TikTok and produces social media advertising campaigns for global brands such as Vodafone, Uniqlo and Samsung.

The Group released its unaudited interim results on 6 August 2021, reporting revenues for the half year period of £7.3m (H1 2020: £5.5m), an increase of 32% year-on-year, and Adjusted EBITDA* of £0.5m (H1 2020: £0.4m loss). The Group also reported profit before tax of £0.2m (H1 2020: £1.4m loss) and net cash of £2.9m (H1 2020: £2.1m).

*Adjusted EBITDA is a non-IFRS measure that the Group uses to measure its performance and is defined as earnings before interest, taxation, depreciation and amortisation and after add back of costs related to restructuring, acquisitions and share based payments.

The Acquisition

Overview of Greenlight

Greenlight is a digital advertising and technology company with more than 120 employees in the UK and across Eastern Europe. Greenlight works with large blue-chip brands and omni-channel retailers on digital advertising and eCommerce technology systems. Current clients include Dixons Carphone, Muller, GAP, Furniture Village and New Balance.

Greenlight is a specialist in Paid & Organic Media and eCommerce Technology, and is a certified partner to Facebook, Google, Salesforce, Amazon, SAP, Microsoft and BigCommerce.

Clients typically work with Greenlight on multi-year retainer agreements across two or more service lines and approximately 75% of revenue is identified as contracted & recurring.

In the year ended 31 August 2020, Greenlight generated revenue of c.£14.3 million and Adjusted EBITDA of c.£0.8 million.

Acquisition rationale

The Director's believe that the Acquisition, which is expected to be immediately earnings accretive, will transform the Group's value proposition to both clients and investors. The combination with Greenlight gives Brave Bison a comprehensive services layer on top of the Group's already successful digital media network of 650 social media channels. The enlarged Group will be working with approximately 50 clients on five service lines, significantly increasing the resilience of Brave Bison's earnings by improving the overall diversity of income.

Greenlight is firmly positioned to benefit from the significant growth in global digital advertising spend, a trend that has been accelerated through 2020, and the enlarged Group will offer some of the most in-demand and high-growth services, including Influencer Marketing, Social Media Management, Performance Marketing, SEO and eCommerce Technology.

Acquiring Greenlight will expand Brave Bison's footprint on key advertising platforms (such as Google, Facebook, Amazon, TikTok and Snap) and commerce platforms (such as SAP, Salesforce and BigCommerce), cementing the Group's position as a partner-of-choice for the execution of digital transformation.

The Acquisition will also enable Brave Bison to leverage its existing Singapore presence and client base as a beachhead to offer Greenlight services in the APAC region.

Sale and Purchase Agreement

On 12 August 2021 the Company entered into a binding sale and purchase agreement ("Acquisition Agreement") with the vendors (each of whom own shares in both Greenlight companies in the same proportions) pursuant to which Brave Bison has conditionally agreed to acquire the entire issued share capital of Greenlight Digital Limited and Greenlight Commerce Limited for a total net consideration of £6.75 million in cash (the "CashConsideration"), net of adjustments for working capital of up to a maximum of £2.0m, and 6,601,000 Ordinary Shares, with a value of £89,113.50 at the Placing Price (being the Consideration Shares). £6.0m of the Cash Consideration will be payable on completion, together with the issue of the Consideration Shares. £0.75m of the Cash Consideration will be payable in cash six months thereafter.

The Acquisition Agreement contains customary warranties and indemnities from three vendors ("" Key Sellers ") holding in aggregate approximately 95% of the issued share capital of the Greenlight companies together with non-compete covenants from the Key Sellers. In addition, the Key Sellers will undertake, subject to certain customary exceptions, not to dispose of their Consideration Shares for 12 months from completion and during the following 12 months, to do so only in consultation with Cenkos,

The Acquisition and the Placing are inter conditional and, with the Company having insufficient existing share issuance authorities to issue the Placing Shares, the Placing is conditional on, inter alia, the passing of the resolutions at the General Meeting to provide the Board with sufficient authority to issue the Placing Shares.

Details of the Placing and the Placing Agreement

The Company has conditionally raised gross proceeds of c.£6.2 million through the Placing of the Placing Shares at the Placing Price. The Placing Price represents a discount of 13.8% to the 3-month volume weighted average price of 1.57 pence per Ordinary Share on 12 August 2021. The Placing Shares and Consideration Shares will represent approximately 43.0% of the Company's enlarged issued ordinary share capital on Admission.

Pursuant to a placing agreement between the Company and Cenkos dated 12 August 2021 (the "Placing Agreement"), Cenkos has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. Cenkos has conditionally placed the Placing Shares with certain institutional and other investors at the Placing Price. The Placing is not being underwritten by Cenkos. 

The Placing is conditional, inter alia, on:

· The Placing Agreement not having been terminated in accordance with its terms prior to admission of the Placing Shares to trading on AIM ("Admission");

· Certain resolutions being passed at the General Meeting which, if passed, will provide shareholder authority for the issue by the Company of the Placing Shares for cash on a non-pre-emptive basis ("Resolutions"); and

· Admission becoming effective by no later than 8.00 a.m. on 1 September 2021 or such later time and/or date as the Company and Cenkos may agree (being no later than 8.00 a.m. on 17 September 2021).

The Placing Agreement contains customary warranties given by the Company to Cenkos as to matters in relation to, inter alia, the accuracy of information in this Announcement and other matters relating to the Group and its business. In addition, the Company has provided a customary indemnity to Cenkos in respect of liabilities arising out of or in connection with the Placing.

Cenkos is entitled to terminate the Placing Agreement in certain circumstances prior to Admission including where any of the warranties are found not to be true or accurate or were misleading in any respect, the failure of the Company to comply in any material respect with any of its obligations under the Placing Agreement, the occurrence of certain force majeure events or a material adverse change affecting the condition, the earnings or business affairs of the Group as a whole.

Existing Shareholder Placing Participation

Oliver & Theo Green are 27.3% shareholders of the Company through TMS*. CIP is an 11.7% shareholder of the Company. TMS, CIP and Philippa Norridge, the Company's Chief Financial Officer, have subscribed for Placing Shares at the Placing Price under the Placing, as set out below.

Shareholder	Number of existing Ordinary Shares	% of existing issued ordinary share capital	Number of Placing Shares subscribed for at the Placing Price	Number of Ordinary Shares held on Admission	% of enlarged issued ordinary share capital on Admission
Oliver & Theo Green (through TMS*)	167,468,473*	27.3%	74,000,000	241,516,059	22.5%
Philippa Norridge	-	-	740,000	740,000	0.1%
CIP Merchant Capital Limited	71,846,407	11.7%	92,500,000	164,346,407	15.3%

* 166,416,059 Ordinary Shares are held by TMS and 1,052,414 are held by Oliver Green in his own name

For the reasons set out above, both Oliver & Theo Green, Philippa Norridge and CIP are deemed to be related parties of the Company pursuant to the AIM Rules for Companies and their participation in the Placing constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies (the "Related Party Transaction").

The Independent Director of the Company, Matt Law, considers, having consulted with the Company's nominated adviser, that the terms of the Related Party Transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Notice of General Meeting

The General Meeting to consider and approve the Resolutions will be held at The Varnish Works, 3 Bravingtons Walk, London N1 9AJ at 10.00 a.m. on 31 August 2021. A circular containing notice of the General Meeting and describing the Acquisition and Placing, will be posted to Shareholders today and will be made available on the Company's website at  www.bravebison.io .

At the General Meeting, the following inter-conditional resolutions will be proposed:

· Resolution 1, which is an ordinary resolution, to authorise the Directors to allot relevant securities for cash up to an aggregate nominal amount of £455,555.56, being equal to 455,555,560 new Ordinary Shares (being the number of Placing Shares); and

· Resolution 2, which is a special resolution, to authorise the Directors to allot 455,555,560 new Ordinary Shares for cash pursuant to the Placing on a non-pre-emptive basis (being the number of Placing Shares).

It is noted that the Directors hold sufficient authority to allot the Consideration Shares (being 6,601,000 new Ordinary Shares) on a non-pre-emptive basis, under the authority received at the Annual General Meeting held on 27 May 2021.

The authorities to be granted pursuant to Resolutions 1 and 2 shall expire on whichever is the earlier of (a) the conclusion of the next annual general meeting of the Company; and (b) the date falling three months from the date of the passing of the Resolutions (unless renewed varied or revoked by the Company prior to or on that date) and shall be in addition to the Directors' authorities to allot relevant securities and dis-apply statutory pre-emption rights granted at the Company's annual general meeting held on 27 May 2021.

Recommendation

The Directors believe the Acquisition, the Placing and the passing of the Resolutions to be in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions as all of the Directors intend so to do in respect of their beneficial shareholdings amounting to 167,468,473 Ordinary Shares, representing approximately 27.3% of the existing issued ordinary share capital of the Company.

Investor Meet Company Presentation

The Directors will be holding a live presentation relating to The Acquisition, as well as the Group's Interim Results, via the Investor Meet Company platform.

The presentation is open to all existing and potential shareholders, and details will be provided in due course.

Admission, Settlement, Dealings and Total Voting Rights

The Placing Shares and the Consideration Shares will be issued credited as fully paid and will rank pari passu with the Company's existing Ordinary Shares. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

Application has been made for the Placing Shares and the Consideration Shares to be admitted to trading on AIM and it is expected that settlement of the Placing Shares and Admission will occur, subject inter alia to the passing of the Resolutions at the General Meeting, at 8.00 a.m. on 1 September 2021.

Following Admission of the Placing Shares and the Consideration Shares, the Group's issued ordinary share capital will comprise 1,074,977,788 Ordinary Shares, none of which are held in treasury. Therefore, following Admission of the Placing Shares and the Consideration, the total number of Ordinary Shares with voting rights in the Company will be 1,074,977,788, which may be used by Shareholders as the denominator for the calculations 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 Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Expected Timetable of Principal Events

Announcement of the Acquisition and the Placing	7.00 a.m. on 13 August 2021
Publication of the Circular	13 August 2021
Latest time and date for receipt of Forms of Proxy and CREST voting instructions	10.00 a.m. on 26 August 2021
General Meeting	10.00 a.m. on 31 August 2021
Results of General Meeting announced	31 August 2021
Admission and dealings in the Placing Shares and the Consideration Shares expected to commence on AIM	1 September 2021
Completion of the Acquisition	1 September 2021
Where applicable, expected date for CREST accounts to be credited in respect of Placing Shares in uncertificated form	1 September 2021
Where applicable, expected date for dispatch of definitive share certificates for Placing Shares in the certificated form	Within 10 business days of Admission

Important notices

The distribution of this Announcement and any other documentation associated with the Placing into jurisdictions other than the United Kingdom may be restricted by law.  Persons into whose possession these documents come should inform themselves about and observe any such restrictions.  Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction.  In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each a "Restricted Jurisdiction").

The Placing Shares have not been and will not be registered under the US Securities Act 1933 (as amended) (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

There will be no public offer of the Placing Shares in the United States.  The Placing Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act.  The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the US. In addition, offers, sales or transfers of the securities in or into the US for a period of time following completion of the Placing by a person (whether or not participating in the Placing) may violate the registration requirement of the Securities Act.

The Placing Shares have not been and will not be registered under the relevant laws of any state, province or territory of any Restricted Jurisdiction and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Restricted Jurisdiction except pursuant to an applicable exemption from registration requirements.  There will be no public offer of Placing in Australia, Canada, Japan, or the Republic of South Africa.

This Announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the Placing Shares (as the case may be).  In particular, this Announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

This Announcement has been issued by, and is the sole responsibility of, the Company.  No person has been authorised to give any information or to make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Cenkos.  Subject to the AIM Rules for Companies, the issue of this Announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Announcement or that the information contained in it is correct at any subsequent date.

Cenkos, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any matters referred to in this Announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Cenkos by the Financial Services and Markets Act 2000   or the regulatory regime established thereunder, Cenkos does not accept any responsibility whatsoever for the contents of this Announcement, and makes no representation or warranty, express or implied, for the contents of this Announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Placing Shares or the Placing, and nothing in this Announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future.  Cenkos accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Announcement or any such statement.

No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share of the Company.

This Announcement may include statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include matters that are not historical facts.  They appear in a number of places throughout this Announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.  Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.  Forward-looking statements may and often do differ materially from actual results.  Any forward-looking statements in this Announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity.  Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.  Save as required by applicable law or by the AIM Rules for Companies, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this Announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this Announcement.

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing 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 Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cenkos 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 Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 the Placing Shares.

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

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this Announcement.

Certain figures contained in this Announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this Announcement may not conform exactly with the total figure given.

All references to time in this Announcement are to London time, unless otherwise stated.

 

END

 

 

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