Bonhill Group PLC Proposed Disposal of InvestmentNews LLC (4225A)
May 24 2023 - 2:00AM
UK Regulatory
TIDMBONH
RNS Number : 4225A
Bonhill Group PLC
24 May 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
24 May 2023
Bonhill Group plc
("Bonhill", the "Company" or the "Group")
Proposed Disposal of the Business and Assets of InvestmentNews
LLC ("IN")
Bonhill (AIM: BONH) announces that it has exchanged contracts
with KM Business Information US, Inc., a Key Media company,
regarding the conditional disposal of the business and assets of IN
for a total cash consideration of $4.1 million (GBP3.3 million)
(the " Proposed Disposal ") . Due to its size, under the AIM Rules
for Companies (the "AIM Rules"), the Proposed Disposal is
conditional on shareholders' approval.
Highlights
-- Disposal of the business and assets of IN agreed with KM
Business Information US, Inc., subject to shareholders' approval,
for $4.1 million (GBP 3.3 million) in cash.
-- Further to the Company's announcement on 10 March 2023, the
obligations under IN's lease on its offices at 685 3 rd Avenue, New
York to January 2028 is no longer included in the Proposed Disposal
and the lease is expected to be assigned to another media company,
with effect from the end of June 2023 . A further announcement will
be made by the Company in due course.
-- The Proposed Disposal represents a fundamental change of
business for the Company pursuant to Rule 15 of the AIM Rules and
is therefore subject to shareholders' approval which is to be
obtained at a general meeting of the Company ("General
Meeting").
-- The business and assets of IN (the wholly owned US subsidiary
of Bonhill) are to be sold to KM Business Information US, Inc..
-- As previously announced, as soon as practicable following completion of the Proposed Disposal ("Completion"), the Company intends to return substantially all of its cash to shareholders by way of a tender offer (the "Tender Offer").
-- Following Completion, John French, Executive Director of the
Company and the CEO of IN, will resign as a director of the Company
and will join Key Media. As a result, he has not participated in
the Board's consideration of the Proposed Disposal.
In the year ended 31 December 2021 (the most recent year for
which audited financial information has been published), IN
generated audited turnover of approximately GBP7.4 million and made
an operating loss of approximately GBP7.0 million. At the same
date, it had audited net liabilities of approximately GBP7.5
million.
The Company will publish in due course a circular containing
further details of the Proposed Disposal, the Tender Offer and
including a notice convening the General Meeting. A further
announcement will be released when the Circular is published and a
copy of the Circular will be available on the Company's website at
www.bonhillplc.com .
Jonathan Glasspool, Non-Executive Chair of Bonhill, commented
:
"We are pleased to announce today the conditional exchange of
contracts with KM Business Information US, Inc. for the sale of the
business and assets of IN which is the remaining part of the Group.
I would like to take this opportunity to thank John French for all
the hard work that has been put in to securing this deal thus
far.
The Board is now committed to returning as soon as reasonably
practicable substantially all of the Company's cash to shareholders
as previously announced."
Mike Shipley, CEO of Key Media, commented:
"We are excited to be acquiring such an iconic US title and to
have Bonhill's incredibly talented staff join our global team. We
see a lot of opportunity for us to complement our existing global
titles and grow the existing Investment News portfolio of
products."
For further enquiries please contact:
Bonhill Group plc
Jonathan Glasspool, Non-executive Chairman
Sarah Thompson, Chief Financial Officer +44 (0)207 638 6378
Shore Capital (Financial Adviser, Nominated
Adviser and Broker)
Tom Griffiths/David Coaten +44 (0)20 7408 4050
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END
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