Investor information.
Investor highlights
Management shareholding
Directors currently own c.20% of the company
Robust balance sheet
Healthy net cash position with limited leverage
Going where the growth is
Double-digit underlying growth in core markets
Buy & build
Track record in accretive M&A
Investor Overview
Brave Bison (AIM: BBSN) is a digital advertising and technology services company, headquartered in London with a globally distributed workforce in over nine countries. The Company provides services to global brands and advertisers through four business units.
Brave Bison Performance is a paid and organic media practice. It plans and buys 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. It creates content for social media platforms and works with influencers to create and distribute marketing content. This creative approach ensures that content is more native to the platform it is on, allowing its customers to drive higher engagement from audiences of all ages. Customers include KFC, TikTok and General Mills.
Brave Bison Commerce is a digital commerce practice. It creates, improves and maintains ecommerce websites and manages the customer experience in a digital environment. This practice builds ecommerce systems in a composable way - whereby different functions of a website are provided by different software from different vendors. Customers include MKM Building Supplies, Muller and Furniture Village.
Brave Bison Media Network is a portfolio of channels across YouTube, Facebook, Snapchat, TikTok and Instagram. These channels generate hundreds of millions of monthly views, and the advertising inventory from each channel is sold through online advertising exchanges. Popular channels include The Hook, PGA Tour, US Open and Link Up TV.
Our Board & Advisors
Oli Green
Executive Chairman
Oli is Executive Chairman of Brave Bison and has worked in digital marketing and technology for the past 10 years. Prior to joining Brave Bison, Oli was Managing Director of Tangent, a Top 100 Technology agency. Oli has worked with clients such as Amazon, SAP, LVMH and Sky across a range of projects spanning digital transformation, conversion rate optimisation and social media strategy. Oli was listed in Campaign magazine’s annual #MediaWeek 30 Under 30 for 2020. Oli has a degree from University College London (UCL).
Theo Green
Chief Growth Officer
Theo is Chief Growth Officer of Brave Bison and is experienced in both digital media and advertising, as well as acquisitions and corporate finance. Prior to joining Brave Bison, Theo worked at Tangent, a Top 100 technology agency. Prior to Tangent, Theo was an Associate at Brockton Capital, a private equity firm with assets under management of over $3bn. Theo has a degree from Imperial College London.
Philippa Norridge
Chief Financial Officer
Philippa is Chief Financial Officer of Brave Bison and has spent the last 19 years working in the media and marketing services sector. Prior to joining Brave Bison, Philippa was Finance Director of Tangent, a Top 100 Technology agency. Philippa has held senior finance roles at a number of marketing services firms, including Finance Director at leading independent agency Albion Brand Communications and global network agency MullenLowe Profero. Philippa qualified as a chartered accountant with Moore Kingston Smith. Philippa has a degree from the University of Oxford.
Matt Law
Non-Executive Director
Matt has 20 years’ experience working in marketing and advertising, with a particular focus on the use of emerging digital technology. Matt is currently a partner and Chief Operating Officer of Outlier Ventures which focuses on assisting business founders in the digital services sector, providing specialist advice on business strategy and growth. Matt has worked with clients including the Guardian, BBC, Vodafone, HSBC, Nike, Unilever, Pernod Ricard and Sainsbury’s.
Gordon Brough
Non-Executive Director
Gordon has over 20 years’ experience working with public companies and legal affairs. Gordon is currently General Counsel at AssetCo, an AIM-listed asset management company. Prior to this, Gordon was General Counsel at CQS, the specialist asset manager with over $20bn of assets under management and Aberdeen Asset Management plc, the FTSE 100 investment firm now known as abrdn plc. Gordon holds an LLB (Hons) and a Diploma in Legal Practice from the University of Dundee.
Nominated Advisor & Broker
Cavendish Capital Markets Limited
One Bartholomew Close
London
EC1A 7BL
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
Solicitor
CMS
Cameron McKenna Nabarro Olswang LLP
1 The Avenue
Manchester
M3 3AP
PR
Powerscourt PR
1 Tudor Street
London
EC4Y 0AH
For Press Enquiries contact:
bravebison@powerscourt-group.com
Registrar
Link Asset Services
6th Floor
65 Gresham Street
London
EC2V 7NQ
Company Secretary
Philippa Norridge
2 Stephen Street
London
W1T 1AN
Regulatory News
If you would like to subscribe to our regulatory news email and alerts, then please click here.
Regulatory News Alerts
Reports & Presentations
September 2024
Brave Bison Interim Results 2024
April 2024
Brave Bison Annual Report 2023
September 2023
Brave Bison Interim Results Presentation 2023
April 2023
Brave Bison Annual Report 2022
September 2022
FY22 Interim Results, Shareholder Presentation
June 2022
Brave Bison Shares Magazine
February 2022
Brave Bison Annual Report 2021
April 2020
Brave Bison Annual Report 2020
Shareholder Information
Significant Shareholders
Lord Michael Ashcroft
Number of Shares: 317,910,800
% of Total Issued Share Capital: 24.68%
Oliver & Theo Green
Number of Shares: 250,863,859*
% of Total Issued Share Capital: 19.5%
*of which 244,811,445 ordinary shares are held by Greenspan Investments Limited, 1,052,414 ordinary shares are held by Oliver Green and 5,000,000 ordinary shares are held by Tangent Industries Limited.
James Russell DeLeon
Number of Shares: 97,132,017*
% of Total Issued Share Capital: 7.55%
*Of these Shares, 30,000,000 are held in James Russell DeLeon’s own name, 56,014,648 are held by Vesuvius Limited and 11,117,369 are held by Plum Tree Limited.
Slater Investments
Number of Shares: 60,000,000
% of Total Issued Share Capital: 4.66%
River Merchant Capital
Number of Shares: 56,711,885
% of Total Issued Share Capital: 4.40%
Dr Graham Cooley
Number of Shares: 41,900,000
% of Total Issued Share Capital: 2.95%
Total number of shares in issue: 1,291,813,947
Registration number
8754680
Country of incorporation
England
Percentage not in public hands
65.58%
Security Restrictions
There are no restrictions on the transfer of securities.
The Company is not listed on any other exchanges or trading platforms. Brave Bison Group plc is subject to the UK City Code on Takeovers and Mergers.
The United Kingdom is the Company’s main country of operation.
The Company adheres to the provisions of the Quoted Companies Alliance Governance Code details of which can be found here.
The Company does not hold any shares in treasury.
Shareholders with enquiries relating to any of these matters should contact:
Link Asset Services
34 Beckenham Road
Kent
BR3 4TU
Telephone:
0871 664 0300 (from outside the UK: +44 371 664 0300)
Lines are open Monday-Friday 09:00-17:30
Email:
investorservices@linkgroup.co.uk
LAST UPDATED ON 15th FEBRUARY 2024.
AIM Rule 26
This section was last updated 30/04/2023. The information linked below is being disclosed for the purpose of AIM Rule 26.
Description of the business
Names and biographies of the directors committees and responsibilities
Country of incorporation and main country of operation
Current constitutional documents
Shareholder enquiries
Number of shares in issue
Identity and percentage holding of significant shareholders
Security restrictions
Annual and interim reports
Announcements
Most recent admission document and documents sent to shareholders within the past 12 months
Details of nominated advisor, other key advisors and company secretary
Exchanges: Brave Bison Group plc is only listed on the AIM market of the London Stock Exchange (AIM: BBSN). Brave Bison Group plc is subject to the UK City Code on Takeovers and Mergers.
Access to Research
Shareholder Documents
June 2024
Results of 2024 AGM
May 2024
Notice of AGM 2024
April 2024
Company’s Articles of Association
March 2024
Related Party Transaction Policy
May 2023
Notice of AGM 2023
June 2022
Notice of AGM 2022
August 2021
Placing Circular and Notice of AGM
May 2021
Brave Bison AGM Notice 2021
May 2020
Notice of AGM 2020
November 2013
Admission Document
Corporate Governance Code
Quoted Companies Alliance Corporate Governance Code
Executive Chairman’s Statement
The Board of Directors of Brave Bison Group plc (together with its subsidiaries, the Company), led by myself, is responsible for introducing, maintaining and promoting robust corporate governance structures and processes throughout the Brave Bison group of companies.
Historically, as an AIM Company, which prior to 2018 was not required to comply with a specific governance code, our approach was to nevertheless seek to apply best practice where appropriate, referring to the UK Governance Code and Quoted Companies Alliance (QCA) Corporate Governance Code for guidance. We therefore welcomed the changes to the AIM Rules requiring that AIM companies adopt a governance code and were pleased to formally adopt the QCA Corporate Governance Code (the Code) in July 2018.
This page outlines the ways in which the Company applies the ten principles of the Code.
Principle 1: Establish a strategy and business model which promote long-term value for shareholders
The Company has developed a strategy and business model based on The Board periodically agrees strategy and appropriate budgets and forecasts, continually reviews these at regular board meetings, and determines carefully-selected investments, balancing risk and opportunity, with a view to delivering on wider strategic goals and creating long-term value for shareholders.
Principle 2: Seek to understand and meet shareholder needs and expectations
The Company is fully committed to building and maintaining strong relationships with its shareholders and considers the understanding of shareholders’ needs fundamental to a successful company.
Primary responsibility for effective communication with shareholders lies with the Executive Chairman, however, all Directors are available to meet with shareholders throughout the year. The Executive Chairman, Chief Growth Officer and Chief Financial Officer are active in meeting with and preparing presentations for institutional investors, particularly following half-year and full-year results, meeting with private investors from time to time and engaging in regular dialogue with the Company’s broker with a view to gauging shareholder sentiment.
The Company’s Annual General Meeting (AGM) is the main forum for discussing Company matters with shareholders, addressing shareholder queries and understanding their needs and expectations. Notice of the AGM and proposed resolutions are sent to shareholders at least 21 days prior to the AGM, and shareholders and their representatives are invited to fully participate and vote in the AGM and are also given the opportunity to vote by proxy.
Outside of the AGM, the Company convenes general meetings where shareholder approval is required or appropriate on particular matters seeks input from major institutional investors from time to time in relation to Company policy and seeks to respond promptly to shareholder queries sent to its designated shareholder email address (investors@bravebison.com)
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Company seeks to ensure continued engagement with its employees, clients, suppliers, shareholders and wider public via:
holding and participating in regular internal and external open forum discussions
having processes in place designed to ensure regular dialogue between employees and senior management (including a company-wide monthly meeting where employees are encouraged to participate fully, discuss issues and provide feedback)
technological means using the functionality of social media platforms, analytics tools and software to gain insights and feedback from its clients, suppliers, partners and the public
The Company fully appreciates and embraces its wider social responsibilities. In July 2018 the Company joined the United Nations Global Compact, the world’s largest corporate sustainability initiative. As a participant, the Company commits to incorporating the Ten Principles of the UN Global Compact into its strategy, culture and day to day operations (as detailed further under Principle 8 below).
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board and senior management are together responsible for identifying and managing risk in the Company. Senior management report potential risks to the Board who consider such matters at Board meetings.
A summary of the principal risks and uncertainties facing the Company are set out on page 9 of the Company’s 2022 Annual Report.
Principle 5: Maintaining the Board as a well-functioning, balanced team led by the Chair
The Board comprises 2 Non-Executive Directors and 3 Executive Directors all of whom are subject to reappointment by shareholders in the AGM following their appointment to the Board, after which they must continue to seek reappointment in accordance with the Company’s Articles of Association.
The Board has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities. The Executive Chairman does not chair any committee of the Board, with each committee being chaired by a Non-Executive Director which the Board considers suitable.
The Board considers each of its Non-Executive Directors to be independent.
Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
The Company considers the Board to possess an appropriate mix of skills and experience. Directors’ biographies can be found here.
The Company Secretary provides Directors with updates on key developments relating to the Company, the sector in which the Company operates, legal and governance matters including advice from the Company’s broker, lawyers and advisors.
Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
Led by the Executive Chairman, the Board has established a process for evaluation of its own performance, that of its committees and individual Directors, including the Executive Chairman.
The Company’s process for evaluating the effectiveness of the Board and Directors’ performance comprises an annual internal review of executive and non-executive directors’ performance and a triennial review of Board performance by external providers. The results of such reviews are used to determine whether any alterations are needed or whether any additional training would be beneficial.
The Board will utilise the results of the evaluation process when considering succession planning.
All Directors must stand for reappointment by shareholders in accordance with the Company’s Articles of Association.
Principle 8: Promote a culture that is based on ethical values and behaviours
The Company seeks to achieve the highest ethical standards and behaviours in conducting its business, with integrity, openness, diversity and inclusiveness being high priority from the Board to senior management and throughout the workforce.
In July 2018 the Company joined the United Nations Global Compact, the world’s largest corporate sustainability initiative. As a participant, the Company commits to incorporating the Ten Principles of the UN Global Compact into its strategy, culture and day-to-day operations.
In respect of:
Human Rights, the Company is committed to supporting and respecting the protection of internationally proclaimed human rights and ensuring it is not complicit in human rights abuses. The Company requires that its employees conduct every aspect of its business with honesty, integrity and openness, respecting human rights and the interests of fellow employees, customers and third parties.
Labour Standards, the Company is committed to upholding the freedom of association and the effective recognition of the right to collective bargaining, the elimination of all forms of forced and compulsory labour, the effective abolition of child labour and discrimination in respect of employment and occupation. In particular the Company requires its employees and suppliers to not make excessive or illegal wage deductions allow employees to enter or leave the working premises freely not allow staff to work excessive overtime not use wage deductions as a disciplinary measure and treat all staff with the highest mutual trust and openness.
Environment, the Company is committed to supporting a precautionary approach to environmental challenges undertaking initiatives to promote greater environmental responsibility and encouraging the development and diffusion of environmentally friendly technologies. The promotion of these issues forms a major part of the Company’s output – the Company’s owned and operated channel “Mutha” is focused solely on the promotion of sustainability, is present on major social media platforms and features regular content promoting environment issues including environmental responsibility, the development of environmentally friendly technologies, precautionary measures, and initiatives.
Anti-Corruption, the Company is committed to working against all forms of corruption within the Company as well as in relation to its clients and suppliers. Employees, suppliers and clients are required to comply with applicable anti-bribery and corruption laws and internal structures are in place, designed to ensure transparency, openness and integrity in commercial dealings.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Board is collectively responsible for the long-term success of the Company and provides leadership to the Company within a framework of effective controls, checks and balances.
The Board provides leadership to the Company. Working together with the Company Secretary, the Board is responsible for setting the agenda for Board meetings. The Company Secretary is responsible for ensuring that the Board receives the information that it needs to properly participate in Board meetings in a timely and user-friendly fashion and that the Board has sufficient time to discuss issues on the agenda. The Executive Chairman is responsible for leadership of the Company’s senior management team and its employees on a day to day basis. In conjunction with senior management, the Executive Chairman is responsible for the execution of strategy approved by the Board and the implementation of Board decisions.
The Company has established two committees of the Board – an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities:
Audit Committee
The Audit Committee will meet not less than twice in each financial year and will have unrestricted access to the Group’s external auditors. The Audit Committee is currently chaired by Gordon Brough.
The Terms of Reference of the Audit Committee are as follows:
The Committee shall review and challenge where necessary:
the consistency of, and any changes to, accounting policies both on a year on year basis and across the company and its group
the methods used to account for significant or unusual transactions where different approaches are possible
whether the company has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditor
the clarity and completeness of disclosure in the company’s financial reports and the context in which statements are made and
all material information presented with the financial statements, such as the strategic report and any corporate governance statement (insofar as it relates to the audit and risk management).
Remuneration Committee
The Remuneration Committee will review the Company’s remuneration policy to ensure it is sufficient to attract, retain and motivate key management to deliver the strategy set by the Board. The Remuneration Committee will review the performance of the Executive Directors and senior management team and make recommendations to the Board on matters relating to their remuneration and terms of service.
The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee is currently comprised of Oliver Green and chaired by Matt Law.
The Terms of Reference of the Remuneration Committee are as follows:
The Committee shall:
1.1 determine and agree with the board the framework or broad policy for the remuneration of the company’s chairperson and the executive directors including pension rights and compensation payments. The remuneration of non-executive directors shall be a matter for the board or the shareholders (within the limits set in the articles of association). No director or senior manager shall be involved in any decisions as to their own remuneration. The Committee shall recommend and monitor the level and structure of remuneration for senior management.
1.2 review the ongoing appropriateness and relevance of the remuneration policy.
1.3 approve the design of, and determine targets for, any performance related pay schemes operated by the company and approve the total annual payments made under such schemes.
1.4 review the company’s arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action.
1.5 review the design of all share incentive plans for approval by the board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors, Company Secretary and other senior executives and the performance targets to be used.
1.6 determine the policy for, and scope of, pension arrangements for each executive director and other senior executives.
1.7 determine the total individual remuneration package of the chairperson, each executive director, the company secretary and other senior executives including bonuses, incentive payments and share options or other share awards.
1.8 ensure that contractual terms on termination and any payments made are fair to the individual and the Company that failure is not rewarded and the duty to mitigate loss is fully recognised
1.9 be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee.
1.10 obtain reliable, up-to-date information about remuneration in other companies of comparable scale. The Committee shall have full authority to appoint remuneration consultants and to commission or purchase any reports, surveys or information which it deems necessary to help it fulfil its obligations within any budgetary restraints imposed by the board and
1.11 onsider such other matters as may be requested by the board of directors and work and liaise as necessary with all other board committees.
The Company does not have a Nomination Committee. Appointments are identified and managed by the Board.
Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Company communicates with shareholders and other stakeholders through its Annual Report, full-year and half-year announcements, regulatory and non-regulatory announcements, its regularly maintained website www.bravebison.com its social media pages, PR releases, via its designated email addresses (hello@bravebison.com and investors@bravebison.com) its AGM and face-to-face meetings.
This disclosure was last updated on 13 April 2023.
Possible offer for The Mission Group plc
DISCLAIMER PAGE
THIS PART OF THE WEBSITE RELATES TO, AMONGST OTHER MATTERS, THE POSSIBLE ALL-SHARE OFFER BY BRAVE BISON GROUP PLC ("BRAVE BISON") FOR THE MISSION GROUP PLC ("MISSION") PROPOSED TO BE EFFECTED EITHER BY WAY OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006 OR A TAKEOVER OFFER (THE "POSSIBLE OFFER") AND IN ACCORDANCE WITH THE TERMS OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").
YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT BRAVE BISON HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE POSSIBLE OFFER. PLEASE READ THE FOLLOWING DISCLAIMER AND SIGNIFY YOUR APPROVAL OR DISAPPROVAL BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. INFORMATION RELATING TO THE POSSIBLE OFFER IS BEING MADE AVAILABLE ON THIS PART OF THE BRAVE BISON WEBSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO INFORMATION RELATING TO THE POSSIBLE offer
Please read this disclaimer carefully; it applies to all persons who view this part of the Brave Bison website and, depending upon who you are and where you live, it may affect your rights or responsibilities. This part of the Brave Bison website contains information relating to the Possible Offer. Please note that, as the Possible Offer progresses, the information contained on this part of the Brave Bison website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the Brave Bison website. In addition, the contents of this part of the website, and its accessibility by certain persons, may be amended at any time in whole or in part at the sole discretion of Brave Bison.
For regulatory reasons, Brave Bison must ensure that persons seeking to access this part of the Brave Bison website are made aware of the appropriate regulations for the country which they are in. In order to view information relating to the Possible Offer on this part of the Brave Bison website, you must read the following and then press "I AGREE" to confirm that you have read and understood this disclaimer. If you are unable to confirm that you have read and understood this disclaimer, you should press "I DECLINE" and you will not be able to view any such information.
OVERSEAS PERSONS
Viewing or distribution of the information contained in this part of the Brave Bison website may not be lawful in certain jurisdictions (“Restricted Jurisdictions”) and may be restricted by law and therefore persons viewing this part of the website, and into whose possession any information in this part of the website comes, should inform themselves about, and observe, any applicable restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.
By clicking on the “I AGREE” box below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Brave Bison is lawfully entitled to make the content of any information available to you under applicable securities laws.
If you are not permitted to view the information contained in this part of the Brave Bison website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this part of the Brave Bison webpage by clicking on the "I DECLINE" box below and seek independent advice.
NOTICE TO US INVESTORS
Brave Bison and Mission shareholders located in the United States should note that the Possible Offer relates to the securities of an English company with a listing on the AIM market of the London Stock Exchange. It is proposed that the Possible Offer may be implemented pursuant to a scheme of arrangement provided for under English law or by way of a takeover offer under English law.
A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”). Accordingly, a scheme of arrangement is subject to procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company in England listed on the London Stock Exchange, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules.
The Possible Offer may be carried out by way of a takeover offer under English law. If Brave Bison exercises its right to implement the Possible Offer by way of a takeover offer, such takeover offer will be made in compliance with applicable US tender offer and securities laws and regulations, including the exemptions therefrom. Such takeover offer would be made in the United States by Brave Bison and no one else. In addition to any such takeover offer, in accordance with normal practice in the United Kingdom, Brave Bison, certain affiliated companies, and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Mission shares outside the United States, other than pursuant to the takeover offer, until the date on which such takeover offer would become effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed, as required in the United Kingdom, will be reported to a Regulatory Information Service of the Financial Conduct Authority and will be available on the London Stock Exchange website: http://www.londonstockexchange.com/.
The financial information included in the documentation related to the Possible Offer has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The Brave Bison shares to be issued under any proposed scheme of arrangement have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements under the US Securities Act and applicable US state securities laws. If Brave Bison effects the Possible Offer by way of a scheme of arrangement under English law, the Brave Bison shares to be issued in the Possible Offer will be issued in reliance on the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Mission will advise the Court that its sanction of the scheme of arrangement will be relied upon by Brave Bison as an approval of the scheme of arrangement following a hearing on its fairness to Mission shareholders at which hearing all such Mission shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the scheme of arrangement and with respect to which notification has been given to all Mission shareholders.
Any Brave Bison shares to be issued to Mission shareholders in the Possible Offer pursuant to a scheme of arrangement under English law may generally be resold without restriction under the US Securities Act, except for resales by persons who are or will be affiliates (within the meaning of Rule 144 under the US Securities Act). “Affiliates” of a company are generally defined as persons who directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, that company. Whether a person is an affiliate of a company for purposes of the US Securities Act depends on the circumstances, but affiliates can include certain officers, directors and significant shareholders. Mission Shareholders who are or will be affiliates of Brave Bison or Mission prior to, or of Brave Bison after, the effective date will be subject to certain US transfer restrictions relating to the any new Brave Bison shares received pursuant to the scheme of arrangement as will be further described in the scheme document if the Possible Offer proceeds in this manner. Mission Shareholders who believe that they may be or will be affiliates for purposes of the US Securities Act should consult their own legal advisors prior to any resale of any new Brave Bison shares.
None of the securities referred to on this portion of the Brave Bison website have been approved or disapproved by the US Securities and Exchange Commission or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Possible Offer or determined if the documents on this portion of the Brave Bison website are accurate or complete. Any representation to the contrary is a criminal offence in the United States.
US holders of Mission shares also should be aware that the transaction contemplated herein may have tax consequences in the United States and that such consequences, if any, are not described herein. US holders of Mission shares are urged to consult with independent professional advisors regarding the legal, tax and financial consequences of the Possible Offer applicable to them,
It may be difficult for US holders of Mission shares to enforce their rights and claims arising out of the US federal securities laws since Brave Bison and Mission are organised in countries other than the United States and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. US holders of Mission shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders of Mission shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
BASIS OF ACCESS TO INFORMATION RELATING TO THE Possible Offer
The information relating to the Possible Offer that can be accessed via this part of the Brave Bison website is being made available in good faith and for information purposes only and is subject to these terms and conditions. Any person seeking access to this part of the Brave Bison website represents and warrants to Brave Bison that they are doing so legally and for information purposes only. Making information relating to the Possible Offer available in electronic format on this part of the Brave Bison website is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Possible Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.
Brave Bison shareholders and Mission shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. If you are a Brave Bison shareholder or a Mission shareholder you should take no action based on the information available on this part of the website. Any action required by Brave Bison shareholders in connection with the Possible Offer will only be set out in documents sent to or made available to Brave Bison shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents. In addition, any action required by Mission shareholders in connection with the Possible Offer will only be set out in any documents that may be sent to, or made available to, Mission shareholders and any decision made by such Mission shareholders should be made solely and only on the basis of the information provided in any such documents.
The information contained in this part of the Brave Bison website is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Brave Bison or Mission.
FORWARD-LOOKING STATEMENTS
Some of the information contained in this part of the Brave Bison website may include statements that are or may be deemed to be "forward-looking statements". All statements other than statements of historical facts included in this part of the website may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "goals", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", “hopes”, “continues”, “would”, “could”, “should” 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’s or Mission’s or the combined group’s operations and potential synergies resulting from the Possible Offer.
These statements are prospective in nature and are not based on historical facts, but rather on the current expectations, assessments and assumptions of the management of Brave Bison and Mission about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements.
Such forward-looking statements include statements about the expected effects of the Possible Offer on Brave Bison, Mission and the combined group, the expected timing and scope of the Possible Offer, synergies, other strategic options and all other statements other than historical facts. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Brave Bison or Mission. Neither Brave Bison nor Mission, nor any of their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them assumes any obligation to update or correct the information contained in this part of the Brave Bison website (whether as a result of new information, future events or otherwise) except as required by applicable law.
NOT A PROFIT FORECAST
Save as otherwise expressly stated in any relevant information, no statement in this part of the website or the information contained herein is intended as a profit forecast or a profit estimate and no statement in this part of the website or the information contained herein should be interpreted to mean that the future earnings per share of the combined group, Brave Bison and/or Mission for current or future financial years will necessarily match or exceed the historical published earnings per share of Brave Bison or Mission.
RESPONSIBILITY
In relation to any document, announcement or information contained in this part of the Brave Bison website, the only responsibility accepted by the directors of Brave Bison is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Documents included in this part of the Brave Bison website speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law or any relevant rules or regulations, Brave Bison expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Possible Offer on this part of the Brave Bison website, any updates or revisions to any statements in the Possible Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
None of the directors of Brave Bison or its affiliated companies have reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
If you are in any doubt about this part of the Brave Bison website, or what action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
THE INFORMATION RELATING TO THE POSSIBLE OFFER THAT IS CONTAINED IN THIS PART OF THE BRAVE BISON WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH BRAVE BISON REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF BRAVE BISON’S WEBSITE REPRESENTS AND WARRANTS TO BRAVE BISON THAT THEY ARE DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.
GOVERNING LAW
This disclaimer shall be governed by, and interpreted in accordance with, English law.
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You have read and understood the disclaimer set out above.
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