Response To Revised Possible Offer Announcement
Brave Bison made revised possible offer for Mission Group at 35p per share, all-share plus partial cash option.
- Revised offer valuation per MISSION share 35 pence
- Exchange ratio 13.9 Brave Bison shares per MISSION share
- Partial cash alternative up to 50% of potential offer price
- MISSION shareholding in combined group approximately 50%
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THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MAY BE MADE
The MISSION Group plc
("MISSION", the "Company" or the "Group")
RESPONSE TO REVISED POSSIBLE OFFER ANNOUNCEMENT BY BRAVE BISON GROUP PLC
MISSION Group plc (AIM: TMG), notes the announcement released on 3 June 2024 by Brave Bison Group plc ("Brave Bison") in accordance with Rule 2.4 of the City Code on Takeovers and Mergers (the "Code") and confirms that on 25 May 2024, it received a further unsolicited conditional proposal regarding a possible offer by Brave Bison for the entire issued and to be issued share capital of MISSION. Such offer comprised an all-share offer at an exchange ratio of 13.9 Brave Bison shares for each ordinary share in MISSION, a partial cash alternative of up to 50% of the potential offer price and the intention to undertake an underwritten share placing to reduce indebtedness of the proposed combined group (the "Revised Possible Offer"). The board of MISSION ("Board") understands that the amount of such cash alternative is not certain and will be determined by Brave Bison following a period of due diligence and establishing the quantum of any proposed reduction in indebtedness for the proposed combined group.
Based on the terms of the Revised Possible Offer and the closing market prices of MISSION and Brave Bison shares on 10 May 2024, being the last trading day prior to Brave Bison's 12 May 2024 announcement of the possible offer, the Revised Possible Offer values each MISSION share at approximately 35 pence1. Were the Revised Possible Offer to be implemented on its indicative terms, this would result in MISSION's shareholders holding approximately 50 per cent. of the proposed combined group.
While the Board's preliminary view is the Revised Possible Offer does not reflect MISSION's contribution to the proposed combined group, the Board, together with its financial and legal advisers, is evaluating the Revised Possible Offer and a further announcement will be made in due course.
There can be no certainty that an offer will be made.
Shareholders are urged to take no action at this time.
This announcement has been made by MISSION without the agreement or approval of Brave Bison.
There can be no certainty either that an offer will be made nor as to the terms on which any offer might be made.
In accordance with Rule 2.6(a) of the Code, Brave Bison must, by no later than 5.00 p.m. (London time) on 9 June 2024, either announce a firm intention to make an offer for MISSION in accordance with Rule 2.7 of the Code, or announce 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. The deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
Footnotes:
1 The valuation of approximately 35.2 pence per MISSON share for MISSION's shareholders in the proposed combined group, is based on (i) an exchange ratio of 13.9 Brave Bison shares for each ordinary share in MISSION, (ii) a Brave Bison closing mid-market share price of 2.525 pence (as at 10 May 2024, being the last trading day prior to Brave Bison's 12 May 2024 announcement of the possible offer), (iii) an issued share capital of MISSION being 92,238,119 shares and (iv) an issued share capital of Brave Bison being 1,288,147,280 shares.
| David Morgan, Non-Executive Chair James Clifton, Chief Executive Officer Giles Lee, Chief Financial Officer The MISSION Group plc | Via Houston |
Simon Bridges / Julie Langley / Andrew Potts / Harry Rees
| Canaccord Genuity Limited (Financial Adviser, Nominated Adviser and Broker) | 020 7523 8000 |
| Kate Hoare / Alexander Clelland / India Spencer | |
| HOUSTON (Financial PR and Investor Relations) | 0204 529 0549 |
Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser and corporate broker exclusively for MISSION and for no one else in connection with the Revised Possible Offer and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than MISSION for providing the protections afforded to clients of Canaccord Genuity Limited, nor for providing advice in relation to the Revised Possible Offer or any other matter referred to in this announcement.
Publication of this announcement
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.