Be Heard Group PLC (BHRD.L) Statement re Possible Offer

Statement regarding share price movement

The Company notes the recent movement in Be Heard’s share price, and can confirm that it is in advanced discussions with MSQ Partners Limited (the “PotentialOfferor”) regarding a possible cash offer of 0.5 pence per Be Heard share for the entire issued and to be issued share capital of the Company (the “Possible Offer”). The Potential Offeror has expressly reserved the right to reduce the offer consideration by the amount of any dividend or other distribution or return of capital which is paid or becomes payable by Be Heard after the date of this announcement.

There can be no certainty that any offer will be made for the Company.

In accordance with Rule 2.4(c) of the Code, the Potential Offeror will be required pursuant to Rule 2.6(a) of the Code by not later than 5.00 p.m. on 7 July 2020, being 28 days following the date of this announcement, to either announce a firm intention to make an offer for the Company 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. This deadline can be extended with the consent of the Panel on Takeovers and Mergers (the “Panel”) in accordance with Rule 2.6(c) of the Code.

This announcement has been made with the approval of the Potential Offeror.

Further announcements will be made as appropriate.

As a consequence of this announcement, an offer period has now commenced in respect of the Company in accordance with the rules of the Code and the attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.

The person responsible for arranging the release of this announcement on behalf of the Company is Simon Pyper, the Chief Executive Officer of the Company.


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