TIDMBONH
RNS Number : 2528C
Bonhill Group PLC
10 October 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND IS NOT AN
ANNOUNCEMENT OF A FIRM INTENTION BY ANY PARTY TO MAKE AN OFFER
UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN BE NO CERTAINTY THAT
AN OFFER WILL BE MADE FOR BONHILL GROUP PLC, NOR AS TO THE TERMS ON
WHICH ANY OFFER MAY BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF THE EU MARKET ABUSE REGULATION
WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED AND SUPPLEMENTED FROM TIME TO TIME
INCLUDING BY THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS 2019
(SI 2019/ 310)("MAR")).
10 October 2022
Bonhill Group plc
("Bonhill", the "Company" or the "Group")
Trading Statement,
Loan Facility,
Strategic Review
and
Formal Sale Process
Bonhill Group plc (AIM: BONH), a leading B2B media business
specialising in financial services providing media, events and data
& analytics, announces a trading statement, the entering into
of a standby loan facility with its largest shareholder, a
strategic review and a formal sale process.
Trading Statement
In its unaudited interim results for the six months ended 30
June 2022 ("Interim Results") released on 8 September 2022, Bonhill
highlighted that market turbulence had led to a weakening in
traditional media and content projects, as clients had held off on
discretionary marketing spend. The Company announces that since
then, trading conditions have continued to deteriorate resulting in
weaker than expected digital revenues, in particular in the US,
and, as a result, the Board's confidence in the outlook for trading
in Q4 2022 has weakened. The Board believes that the expected
strong Events performance and robustness in the rest of the Group's
business, as outlined in the Interim Results, will not now be
enough to offset the weak trading in the US. As a result, the
Board, having expected revenue of approximately GBP15.5 million and
EBITDA of GBP0.3 million for the year ending 31 December 2022
("FY2022"), now expects that the Company will report revenue of
approximately GBP15.0 million and an EBITDA loss of approximately
GBP(0.35) million for FY2022. The US business' team has been
re-built materially this year and the Board remains confident of
the quality of the InvestmentNews brand and its potential.
Following the fundraising earlier in the year and the disposal
of its Business Solutions and Governance (BSG) division in August
2022, the Group has continued to invest in new technology platforms
and completed the restructuring of its central support functions
(including technology, finance, marketing and human resources). The
significant savings from these areas, amounting to an expected
minimum of GBP0.7 million, will not be fully realised until FY
2023. The Board continues to seek to identify and act upon
additional cost savings where appropriate.
Loan Facility
The Company continues to manage its cash and working capital
well and, as at 30 September 2022, had a cash position of GBP1.0
million and net debt, including leases of GBP2.6 million, totalling
GBP1.7 million.
Given the challenging macro-economic situation, the Company has,
as a precautionary measure, entered into a standby loan facility
with Rockwood Strategic Plc ("Rockwood"), its largest shareholder,
managed by Harwood Capital LLP ("Harwood") to provide up to
GBP800,000 in cash at a monthly compound interest rate of 2% on
funds drawn down, which will be capitalised ("Loan Facility"). The
Loan Facility, which runs to 1 May 2023, has an arrangement fee of
5%, may be drawn down in tranches of GBP200,000 and will be used
for working capital purposes. The Board does not anticipate that
the Company should need to draw down on part of the Loan Facility
until February 2023 at the earliest.
Rockwood Strategic Plc is a substantial shareholder of the
Company and a related party under the AIM Rules for Companies (the
"AIM Rules"). The provision of the Loan Facility by Rockwood to the
Company constitutes a related party transaction (the "Transaction")
under the AIM Rules. The independent Directors of the Company,
being all of the Directors other than Richard Staveley, who is an
appointee of Harwood, having consulted with the Company's nominated
adviser, Shore Capital and Corporate Limited, consider that the
terms of the Loan Facility are fair and reasonable insofar as the
Company's shareholders are concerned.
Strategic Review and Formal Sale Process
Following discussions with certain of the Company's major
shareholders, the Board has decided to undertake a strategic
review, which may or may not result in the sale of the Group as a
whole or of either of the Company's principal trading businesses,
InvestmentNews in the US or Bonhill in the UK and Asia.
Bonhill is subject to the City Code on Takeovers and Mergers
(the "Takeover Code"). One of the options that will be considered
is a potential sale of the Group, therefore, the Company is
launching a "formal sale process" (as referred to in Note 2 on Rule
2.6 of the Takeover Code). The Takeover Panel has agreed that any
discussions with third parties may be conducted within the context
of a formal sale process under the Takeover Code, which will enable
conversations with parties interested in making a proposal to take
place on a confidential basis.
Parties interested in submitting any expression of interest,
should contact Shore Capital and Corporate Limited ("Shore
Capital") or Patrick Ponsford, Group CEO, on the contact details
set out below. It is currently expected that any party interested
in submitting any form of proposal for consideration within the
strategic review (including within the formal sale process) will,
at the appropriate time, enter into a non-disclosure agreement and
standstill arrangement with the Company on terms satisfactory to
the Board and on the same terms, in all material respects, as other
interested parties before being permitted to participate in the
process. The Group then intends to provide such interested parties
with certain information on its business, following which
interested parties shall be invited to submit their proposals to
Shore Capital. The Group will update the market in due course
regarding timings for the formal sale process.
The Board reserves the right to alter any aspect of the process
as outlined above or to terminate the process at any time and, in
such cases, will make an announcement as appropriate. The Board
also reserves the right to reject any approach or terminate
discussions with any interested party at any time.
The Group is not in receipt of any approach, nor in discussions
with any potential offeror, at the time of this announcement.
The Takeover Panel has granted a dispensation from the
requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover
Code such that any interested party participating in the formal
sale process will not be required to be publicly identified as a
result of this announcement and will not be subject to the 28 day
deadline referred to in Rule 2.6(a) of the Takeover Code for so
long as it is participating in the formal sale process. Following
this announcement, the Company is now considered to be in an "offer
period" as defined in the Takeover Code, and the dealing disclosure
requirements as set out below will apply.
Shareholders are advised that this announcement does not
represent a firm intention by any party to make an offer under Rule
2.7 of the Takeover Code and there can be no certainty that any
offers will be made as a result of the formal sale process, that
any sale or other transaction will be concluded, nor as to the
terms on which any offer or other transaction may be made.
For further enquiries please contact:
Bonhill Group plc
Jonathan Glasspool, Non-executive Chairman +44 (0)207 638 6378
Patrick Ponsford, Group CEO +44 (0)7714 660 943
Shore Capital (Nominated Adviser and Broker) +44 (0)20 7408 4050
Tom Griffiths/David Coaten
About Bonhill Group plc
Bonhill Group plc is a leading, AIM-quoted, B2B media company
providing Business Information, Events and Data & Insight
propositions to the global Financial Services community. Bonhill
operates multiple digital platforms, has market leading media
brands, hosts over 100 events per annum, offers a portfolio of data
& analytics propositions and provides a range of content
marketing solutions.
Bonhill operates exclusively in the financial services space
where its brands and services are acknowledged as market leaders.
It specialises in enhancing the relationship and flow of
information between the global community of financial services
providers and the advisers who recommend their products. Bonhill
was early to recognise the growing importance of ESG in asset
allocation and fund selection and now owns the leading global
platform in this space, serving the adviser community.
Flagship brands include: InvestmentNews, ESG Clarity, Portfolio
Adviser, Fund Selector Asia, Expert Investor Europe, UK Adviser and
International Adviser.
Offices in New York, London, Singapore and Hong Kong.
For more information visit www.bonhillplc.com .
IMPORTANT NOTICES
Shore Capital and Corporate Limited is authorised and regulated
in the United Kingdom by the Financial Conduct Authority ("FCA")
and is acting exclusively as Nominated Adviser and Broker and for
no one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than
Bonhill for providing the protections afforded to its clients nor
for providing advice in relation to the subject matter of this
announcement.
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 whether pursuant to this
announcement or otherwise.
This announcement (including any information incorporated by
reference in this announcement), oral statements made regarding the
formal sale process, and other information published by the Group
contain statements about the Group that are or may be deemed to be
forward looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, may be forward looking
statements.
These forward-looking statements are not guarantees of future
performance. 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. Due to such
uncertainties and risks, readers should not rely on such
forward-looking statements, which speak only as of the date of this
announcement. The Group disclaims any obligation or responsibility
to update publicly or review any forward-looking or other
statements contained in this announcement, except as required by
applicable law.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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(s), 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.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Takeover Code, the Company
confirms that it has 119,288,687 ordinary shares of GBP0.01 each in
the Company in issue. The International Securities Identification
Number (ISIN) reference for these securities is GB00BFWYSS80. The
Group holds no ordinary shares in treasury.
Publication on website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, on the Group's website at www.bonhillplc.com by no
later than 12 noon (London time) on the business day following the
date of this announcement. Neither the content of any website
referred to in this announcement nor the content of any website
accessible from hyperlinks is incorporated into, or forms part of,
this announcement.
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END
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