FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
This is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code") and 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 an offer will be made nor as to the terms on which any offer might be made.
18 May 2017
Brave Bison Group plc ("Brave Bison" or "the Company")
Statement re press speculation
The boards of Brave Bison and Zinc Media Group plc ("Zinc Media") note today's press speculation concerning a possible combination between Brave Bison and Zinc Media. The Company confirms that following an approach by Zinc Media they have held preliminary discussions with Zinc Media in relation to the possibility of a combination of Brave Bison and Zinc Media.
No formal proposal has been made at this time and there can be no guarantee that one will be forthcoming nor as to the terms on which any combination might be made.
Consequently, as required by Rule 2.6(a) of the Code, Zinc Media is required, by not later than 5.00 p.m. on 15 June 2017, either to announce a firm intention to make an offer for Brave Bison in accordance with Rule 2.7 of the Code or announce that it does not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code. If Zinc Media announces that it does not intend to make an offer for Brave Bison, Zinc Media and any person(s) acting in concert with it will, except with the consent of the Panel, be bound by the restrictions contained in Rule 2.8 of the Code for six months from the date of such announcement.
For the purposes of note 3 on Rule 2.5 of the Code this announcement has been made with the consent of Brave Bison and Zinc Media.
A summary is set out below of the dealing disclosure requirements under the Code, which require action by holders (whether directly or indirectly) of more than 1 per cent. of Brave Bison's and of Zinc Media's issued share capital.
In accordance with Rule 26.1 of the Code a copy of this announcement will be available at both www.bravebison.io and www.zincmedia.com. The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.
For further information, contact:
Brave Bison Group plc via FTI Consulting
Sir Robin Miller (Chairman)
Kevin Deeley (Chief Operating and Finance Officer)
Zinc Media Group plc Tel +44 (0) 207 878 2311
Peter Bertram (Chairman)
David Galan (Chief Operating and Financial Officer)
Stockdale Securities (Financial adviser to Brave Bison) Tel +44 (0) 207 601 6100
Richard Johnson, Andy Crossley, Ed Thomas
N+1 Singer (Financial adviser to Zinc Media) Tel +44 (0) 207 496 3000
Shaun Dobson / Lauren Kettle
FTI Consulting (PR adviser to Brave Bison) Tel +44 (0) 203 727 1000
Rob Mindell / Charles Palmer
Stockdale Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Brave Bison and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Brave Bison for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement or any transaction or arrangement referred to herein. Neither Stockdale Securities Limited, nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stockdale Securities Limited in connection with the subject matter of this announcement.
Nplus1 Singer Advisory LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Zinc Media and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Zinc Media for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement. Neither Nplus1 Singer Advisory LLP, nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Nplus1 Singer Advisory LLP in connection with the subject matter of this announcement.
Rule 2.9
Pursuant to Rule 2.9 of the Code, Brave Bison confirms that, there are currently 571,778,124 ordinary shares of 0.1 pence each in issue in the Company, with International Securities Identification Number GB00BF8HJ744.
Disclosure requirements of the Code:
Under Rule 8.3(a) of the 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 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, 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.
