Proposed Disposal of InvestmentNews LLC

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 (£3.3 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 (£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 3rd 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 £7.4 million and made an operating loss of approximately £7.0 million. At the same date, it had audited net liabilities of approximately £7.5 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."

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