NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
THIS IS AN ANNOUNCEMENT OF A
POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE"). IT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF
A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE.
ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
FOR IMMEDIATE RELEASE
13 May 2024
Brave
Bison Group plc
("Brave
Bison" or the "Company", together with its subsidiaries "the
Group")
Possible
Offer
for
The
Mission Group plc
Possible
all-share takeover to create one of the largest independent /
UK-focused
digital
media, marketing and technology services companies listed on
AIM
Brave Bison, the digital advertising
and technology services company, announces that it has made a
formal approach to the Board of The Mission Group plc
("Mission") regarding a
possible offer to acquire the entire issued and to be issued share
capital of Mission by way of an all-share offer (the "Possible Offer").
The combination of Brave Bison and
Mission would create a scaled media, marketing and technology
services company with pro-forma FY23 revenues of approximately £120
million and pro-forma FY23 adjusted EBITDA of approximately £14
million. Potential synergies derived from duplicate costs and
efficiencies have not been included in the pro-forma.
The Board of Brave Bison believes
that a company of this size, scale and profitability would present
a more attractive investment opportunity to institutional
shareholders than either standalone company leading to the
possibility of the enlarged Brave Bison trading at a higher
multiple of earnings. The terms of the Possible Offer would allow
Mission shareholders to participate in future value growth as
shareholders of the enlarged Brave Bison. A broader investor
universe may also increase liquidity for new and existing
investors.
As at 31 December 2023, Mission
reported outstanding bank loans, acquisition obligations and
certain overdue creditors totalling approximately £30 million, the
majority of which are repayable within two years(1). A
combination with Brave Bison, which reported net cash of £7 million
as at the same date, would result in a strengthened balance sheet
and improved debt and covenant ratios.
Brave Bison is currently engaging in
conversations with Mission's Board and major institutional
shareholders to solicit support for the Possible Offer. Mission's
Board has yet to provide due diligence access to Brave Bison, which
is one of a number of factors preventing Brave Bison from
announcing a firm offer. Mission shareholders who would be
interested in seeing Brave Bison announce a firm offer for Mission
are encouraged to contact the Board of Mission to express their
support for the Possible Offer.
The Possible Offer is non-binding
and the making of a Possible Offer would be subject to the
satisfaction or waiver of certain customary conditions, including
completion of due diligence to the satisfaction of Brave Bison.
Mission has been offered reciprocal due diligence on Brave Bison.
Brave Bison reserves the right to waive in whole or in part any
pre-conditions.
Under the terms of the Possible
Offer, the enlarged business would be led by Oliver Green and Theo
Green.
Oliver Green, Executive Chairman,
commented:
"The combination of Brave Bison and
Mission has the potential to deliver compelling value for both
company's shareholders, clients and employees. We look forward to
engaging with the Board of Mission to discuss the merits of our
proposal further."
About Brave Bison
Brave Bison is a digital advertising
and technology services company, headquartered in London with a
globally distributed workforce in over nine countries. We provide
services to global brand advertisers through four business
units.
Brave Bison Performance is a paid
and organic media practice. We plan and buy digital media on
platforms like Google, Meta, TikTok, Amazon and YouTube, as well as
providing search engine optimisation and digital PR services.
Customers include New Balance, Curry's and Asus.
SocialChain is a social media
advertising practice. We create content for brands and run
campaigns across social media platforms like Instagram and TikTok.
We use influencers to create and distribute this content, leading
to high levels of engagement and brand awareness. Customers include
Holland & Barrett, The Army and General Mills.
Brave Bison Commerce is a digital
commerce practice. We build complex ecommerce platforms to support
digital commerce operations. We are specialist consultants in
composable system architecture, the most advanced technology
available for enterprise customers. Customers include Furniture
Village, Fiskars and Winparts.
Brave Bison Media Network is a
portfolio of sports and entertainment channels across YouTube,
Facebook, Snapchat, TikTok and Instagram. These channels generate
over 1 billion monthly views, and the advertising inventory from
each channel is sold through online advertising exchanges. Popular
channels in our network include The Hook, PGA Tour, US Open and
Link Up TV.
On 22 April 2024, Brave Bison
released its audited annual results for the year ended 31 December
2023. These results showed revenue of £35.7 million (+13 per cent.
year-on-year), net revenue of £20.9 million (+23 per cent.
year-on-year) and adjusted EBITDA of £4.3 million (+42 per cent.
year-on-year). Net cash at year end was £6.8 million (+10 per cent.
year-on-year).
Brave Bison Management Track Record
Oliver Green, Theo Green and
Philippa Norridge joined Brave Bison as executives in 2020, having
made a strategic investment in the company in 2019. Since joining
the business, the team has grown Brave Bison organically and
through selective acquisitions, generating value for shareholders
and creating a dynamic and exciting workplace for its
employees.
Brave Bison prioritises the
integration of teams and culture to drive performance for the
business. The company operates a dynamic digital culture and
invests in best-in-class technology to enable its employees to
achieve more for clients. Brave Bison operates strategically
through the marketing funnel, offering enterprise-level clients an
alternative to traditional agency networks or siloed specialists,
by joining the dots from trend to spend.
Since 2020, Brave Bison has made the
following acquisitions, all of which have been integrated into the
Brave Bison operating platform:
a) SocialChain, a social
media advertising and influencer marketing company
b) Best Response Media,
a digital commerce company specialised in Adobe Commerce
c) Greenlight Digital, a
digital advertising company
d) Greenlight Commerce,
a digital commerce company
e) The Hook, a social
publisher and social media marketing company
Shown below is the four-year
financial track record of Brave Bison since the current management
team joined the business:
|
FY20
|
FY21
|
FY22
|
FY23
|
Net Revenue
|
£4.0m
|
£7.8m
|
£16.9m
|
£20.9m
|
Year-on-Year Growth
|
n/a
|
+95%
|
+117%
|
+23%
|
Adjusted EBITDA
|
£0.1m
|
£1.8m
|
£3.0m
|
£4.3m
|
Year-on-Year Growth
|
n/a
|
+1,700%
|
+67%
|
+42%
|
Adjusted Profit Before
Tax
|
(£0.5
m)
|
£1.4m
|
£2.6m
|
£3.6m
|
Year-on-Year Growth
|
n/a
|
n/a
|
+86%
|
+38%
|
Adjusted Basic Earnings per Share
|
(0.08p)
|
0.18p
|
0.24p
|
0.29p
|
Year-on-Year Growth
|
n/a
|
n/a
|
+32%
|
+18%
|
Net Cash
|
£2.7m
|
£4.7m
|
£6.2m
|
£6.8m
|
Year-on-Year Growth
|
n/a
|
+74%
|
+32%
|
+10%
|
Strategic Rationale for the Possible
Offer
1. Value for
Shareholders
In combination with Mission, the
enlarged Brave Bison would generate pro-forma FY23 revenues of
approximately £120 million and pro-forma FY23 adjusted EBITDA of
approximately £14 million (in each case based on reported FY23
financials). Potential synergies derived from duplicate costs and
efficiencies have not been included in the pro-forma.
The Board of Brave Bison believes
that a combined company of this size, scale and profitability would
present a more attractive investment opportunity to institutional
shareholders than either standalone company leading to the
possibility of the enlarged Brave Bison trading at a higher
multiple of earnings. A broader investor universe may also increase
liquidity for new and existing investors.
Under the terms of the Possible
Offer, shareholders in Mission will become shareholders in the
enlarged Brave Bison, and therefore will benefit in future value
growth generated as a result of the combination.
2. Mission Capital
Structure
As at 31 December 2023, Mission
reported outstanding bank loans of £20.0m, repayable on revised
terms by 5 April 2026. Additionally, Mission reported acquisition
obligations totalling £5.5m, with 80 per cent. payable within two
years, and a £4.3m HMRC Time to Pay agreement. In aggregate,
Mission's outstanding debts and certain liabilities totalled
approximately £30m at that date(1). Mission's bank
facility provides for maximum interest margin of 4.9 per cent.,
which inclusive of SONIA, currently results in a total cost of over
10 per cent. per annum.
The Board of Brave Bison believes
these debt levels are unsustainable based on the historical free
cashflow generated by Mission in the past three years. Even with
substantial improvements to operating cashflows, the Board of Brave
Bison believes Mission will struggle to repay outstanding
liabilities without a combination of asset sales, which would
reduce the scale and may reduce attractiveness of an investment in
Mission, or an equity fundraising, which would be dilutive to
non-participating shareholders. The prospect of both asset sales
and an equity fundraising were mentioned in Mission's final results
announcement on 28 March 2024.
By contrast, the Board of Brave
Bison believes that a combination with Brave Bison would improve
debt covenants and serviceability, increase scale, not reduce it,
and provide Mission shareholders with potential future value
growth.
3. Broader Service
Offering
Brave Bison has a high-quality
client list, exceptional staff and strong brand recognition in the
UK digital media, social media and digital commerce markets. Large
advertisers include New Balance, Curry's and Holland & Barrett.
Mission has an equally strong proposition with advanced specialisms
in integrated media, advertising, B2B, brand communications and
sports marketing.
By combining these practices as a
single media, marketing and technology services company, clients
would be able to procure a scaled and integrated solution across
multiple channels and markets. This would allow the enlarged Brave
Bison to compete for a larger share of wallet, from larger
clients.
Furthermore, a combination would
provide Mission clients access to Brave Bison's sports &
entertainment network, a portfolio of approximately 600 social
media channels across YouTube, Facebook, Snap, TikTok and
Instagram. These owned social media properties generate in excess
of 1 billion average monthly views, and are followed by engaged
communities across high-value demographics.
There can be no certainty any offer
will be made, even if the pre-conditions are satisfied or waived,
nor as to the terms of any offer.
Pursuant to Rule 2.5 of the Code,
Brave Bison reserves the right to vary the form and/or mix of the
consideration described in this announcement and vary the
transaction structure.
In accordance with Rule 2.6(a) of
the Code, Brave Bison is required, by no later than 5.00pm on 9
June 2024, to announce either a firm intention to make an offer for
Mission in accordance with Rule 2.7 of the Code or that it does not
intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This
deadline can be extended with the consent of the Panel on Takeovers
and Mergers ("Takeover Panel") in accordance with Rule 2.6(c) of
the Code.
-----------
Notes:
(1) As at 31 December 2023, Mission reported outstanding bank
loans of £20.0m, repayable on revised terms by 5 April 2026.
Additionally, Mission reported acquisition obligations totalling
£5.5m, with 80 per cent. payable within two years, and a £4.3m HMRC
Time to Pay agreement.
For further information please
contact:
Brave Bison Group
plc
via Hannam & Partners
Oliver Green, Executive
Chairman
Theo Green, Chief Growth
Officer
Philippa Norridge, Chief Financial
Officer
Hannam &
Partners
Tel: +44 (0) 20 7907 8500
Financial Adviser to Brave
Bison
Andrew Chubb
Ernest Bell
Lucia Sviatkova
Cavendish Capital
Markets
Tel: +44 (0) 20 7220 0500
Nominated Adviser &
Broker
Ben Jeynes
Dan Hodkinson
Powerscourt
Tel: +44 (0) 20 7250 1446
Financial PR
Elly Williamson
Pete Lambie
Ollie Simmonds
Bravebison@powerscourt-group.com
Rule 2.4 information
In accordance with Rule 2.4(c)(iii)
of the Code, Brave Bison confirms that it is not aware of any
dealings in Mission shares that would require it to offer a minimum
level, or a particular form, of consideration under Rule 6 or Rule
11 of the Code. However, it has not been practicable for Brave
Bison to make enquiries of all persons acting in concert with it
prior to the date of this announcement in order to confirm whether
any details are required to be disclosed under Rule 2.4(c)(iii) of
the Code. To the extent that any such details are identified
following such enquiries, Brave Bison shall make an announcement
disclosing such details as soon as practicable, and in any event by
no later than the time it is required to make its Opening Position
Disclosure under Rule 8.1 of the Code.
Rule 2.9
In accordance with Rule 2.9 of the
Takeover Code, as at the date of this announcement, Brave Bison's
issued share capital consisted of 1,288,147,280 ordinary shares of 1 pence each
and admitted to trading on the AIM of the London Stock Exchange.
There are no shares held in treasury. The International Securities
Identification Number for the ordinary shares is
GB00BF8HJ774.
Important information
This announcement does not
constitute a prospectus or prospectus equivalent document.
This announcement is not intended to, and does
not, constitute or form part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant
to this announcement or otherwise. Neither Brave Bison nor Mission
shareholders should make any investment decision in relation to the
Possible Offer except on the basis of certain offer documentation
published by Brave Bison and/or Mission in due course. Any offer,
if made, will be made solely by certain offer documentation which
will contain the full terms and conditions of any offer, including
details of how it may be accepted.
The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of Brave Bison who are not resident in the
United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom or shareholders
of Brave Bison who are not resident in the
United Kingdom will need to inform themselves about, and observe,
any applicable requirements.
Disclaimer
H&P Advisory Ltd ("Hannam & Partners"), which is
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Brave Bison
and no-one else in connection with the possible
offer and will not be responsible to anyone other than Brave
Bison for providing the protections afforded to
clients of Hannam & Partners nor for providing advice in
relation to the acquisition or any other matters referred to in
this announcement.
Cavendish Capital Markets Limited
("Cavendish"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for Brave Bison and no one else and will not be
responsible to anyone other than Brave Bison for providing the
protections offered to clients of Cavendish or for providing advice
in connection with any matter referred to in this Announcement.
Neither Cavendish nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Cavendish in connection with this
Announcement, any statement contained herein, the Acquisition or
otherwise. No representation or warranty, express or implied, is
made by Cavendish as to the contents of this
Announcement.
Forward-looking
statements
This announcement and certain oral
statements made regarding the Possible Offer and other information
published by Brave Bison containing statements about Brave Bison,
Mission and/or the combined group are or may be deemed to be
forward-looking statements. All statements other than statements of
historical facts included in this announcement, may be
forward-looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "hopes",
"continues", "would", "could", "should", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
Brave Bison, Mission or the combined group's operations and
potential cost and operating synergies resulting from the Possible
Offer. These forward-looking statements are not based on historical
fact and are not guarantees of future performance. By their nature,
such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied
in any forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely. These factors include,
but are not limited to, changes in political and economic
conditions, changes in levels of capital investment, success of
business and operating initiatives, the impact of any acquisitions
or similar transactions, changes in tenants' strategies and
stability, changes in the regulatory environment and fluctuations
of rates, and changes in tax rates. Except as expressly provided in
this announcement, they have not been reviewed by the auditors of
Brave Bison or Mission. Neither Brave Bison, nor any of its
respective members, associates or directors, officers, employees or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. Neither Brave Bison, nor any of its respective members,
associates or directors, officers, employees or advisers assumes
any obligation to update or correct the information contained in
this announcement except as required by applicable law. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this announcement. Brave Bison disclaims any obligation
to correct or update any forward-looking or other statements
contained in this announcement, except as required by applicable
law or by the rules of any competent regulatory authority, whether
as a result of new information, future events or
otherwise.
Disclosure requirements of the
Code
Rule 8.3
Under Rule 8.3(a) of the Code, any
person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the
10th business day following the announcement in which
any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company
or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any
person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 pm (London time) on the business day following the date
of the relevant dealing.
If two or more persons act together
pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror
companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in
the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication of this announcement
A copy of this announcement will be
available, subject to certain restrictions relating to persons
resident in restricted jurisdictions, at https://bravebison.com,
by no later than 12 noon (London time) on 13 May 2024. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
No
profit forecasts or estimates
Except as otherwise set out herein,
nothing in this announcement (including any statement of estimated
synergies) is intended as a profit forecast or estimate for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share or dividend per share
for Brave Bison or Mission, as appropriate, for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per share or dividend per
share for Brave Bison or Mission, as appropriate.
Sources & bases of information
In this announcement:
1. Unless otherwise
stated, historical financial information relating to the Company
has been extracted or derived (without any adjustment) from the
Company's final results for the year ended 31 December
2023.
2. Unless otherwise
stated, historical financial information relating to Mission has
been extracted or derived (without any adjustment) from Mission's
final results for the year ended 31 December 2023.
3. Year-on-year
movements where presented in this announcement are based on the
reported final results for each fiscal year.
4. Certain figures
included in this announcement have been subject to rounding
adjustments.