August 13, 2021

Acquisition, Proposed Placing and Notice of GM

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 “Placing Price“) 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 (“TMS“), 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 31 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.

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 “Cash Consideration“), 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.

ShareholderNumber of existing Ordinary Shares% ofexisting issued ordinary share capitalNumber of Placing Shares subscribed for at the Placing PriceNumber of Ordinary Shares held on Admission% ofenlarged issued ordinary share capital on Admission
Oliver & Theo Green (through TMS*)167,468,473*27.3%74,000,000241,516,05922.5%
Philippa Norridge 740,000740,0000.1%
CIP Merchant Capital Limited71,846,40711.7%92,500,000164,346,40715.3%

* 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