Directorate changes, Fundraising & Trading Update

RNS Number : 5423H

Bonhill Group PLC

07 April 2022

 

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

7 April 2022

Bonhill Group plc

("Bonhill", the "Company" or the "Group")

Directorate changes,

Proposed fundraising,

Update on trading

and

Date of final results

Directorate changes

Bonhill Group Plc (AIM: BONH), a leading B2B media business specialising in three key areas: Business Information, Events and Data & Analytics, announces that Simon Stilwell has resigned as Chief Executive Officer with immediate effect to pursue other business opportunities. Patrick Ponsford, the Company's UK Managing Director, has been appointed Interim Chief Executive Officer with immediate effect. He will be supported by Jonathan Glasspool, the Company's Non-Executive Chairman, who has been appointed as Interim Executive Chairman, until a permanent CEO appointment is made.

Proposed fundraising

The Company also announces that, at the same time as it releases its audited final results for the year ended 31 December 2021 ("FY 2021"), it proposes to raise approximately £1.1 million for working capital purposes through the issue of new ordinary shares in the Company ("New Ordinary Shares") at an issue price of 5.5 pence per share ("Issue Price"), using its existing share authorities, by way of a firm placing (the "Placing") and open offer (the "Open Offer") to qualifying shareholders (the Placing and the Open Offer together being the "Proposed Fundraising"). The Issue Price represents a discount of approximately 18.5 per cent. to the closing mid-market price of a Bonhill share on 6 April 2022, being the business day preceding the date of this announcement.

The Company has received written commitments from two of its largest institutional shareholders and a letter of intent from a third to subscribe for New Ordinary Shares in the Placing and effectively to underwrite the Open Offer for, in aggregate, the requisite £1.1 million. The commitments of the institutional shareholders are conditional on certain events, including the circular relating to the Open Offer being published not later than 30 April 2022.  In addition, the commitment of one of the institutional shareholders is conditional on no adverse trading update announcement being released by the Company prior to the close of the Open Offer.

A further announcement regarding the Proposed Fundraising will be made in due course and a circular setting out the full details and terms and conditions of the Open Offer will be made available and sent along with an application form to qualifying shareholders.

The Company announces the appointment of Shore Capital Stockbrokers Limited as sole broker with immediate effect.

Update on trading

While the audit of the Company's final results for the year ended 31 December 2021 has not been completed, the Board now expects that for FY 2021, the Group's revenue will be £16.4m, EBITDA will be break even and the year-end cash position was 1.4m. The Group's cash position as at 31 March 2022 was £1.0m with net cash after debt of £0.9m.

The reduction in EBITDA from the Company's trading update released on 14 January 2022 relates to: (i) a £0.1m charge relating to an accounting policy change (IAS38); and (ii) an additional provision of £0.1m relating to bad debts and expected credit losses.

While not finalised, the Board intends to agree an impairment charge of £6.1m relating to the Group's US operations due to the previously announced drop off in performance in Q4 2021 and resulting management changes.

2022 has started positively with forward bookings up 5% (£0.4m) year on year, which is mainly due to the strong return of live events, including the annual Women in IT Awards UK and the successful launch of a new Thematics Congress for fund selectors in London. While the Company is seeing some weakness in media, due mainly to the current geopolitical uncertainty and inflationary concerns, group revenues of approximately £3.3m in Q1 2022 are in line with the Board's expectations and up 10% on the same period in 2021.

The Group has forward bookings equivalent to 45% of its 2022 revenue target.

Date of final results

As set out in its announcement of 22 March 2022, the Company intends to announce its audited results for FY 2021 on or before 21 April 2022.

Jonathan Glasspool, the Company's interim Executive Chairman, commented:

"I would like to thank Simon for his huge contribution in creating Bonhill and for his leadership of the Company over the past four and a half years. We wish him all the best for the future."

For further enquiries please contact:

Bonhill Group plc   [phone]

Jonathan Glasspool, Interim Executive Chairman

Shore Capital (Nominated Adviser and Broker)                       [phone]

Tom Griffiths/David Coaten (Corporate Advisory)

Houston (PR Adviser)     [phone]

Alexander Clelland

About Bonhill Group Plc

Bonhill Group Plc is a leading, AIM-quoted, B2B media company providing Business Information, Events and Data & Insight propositions to Financial Services, Diversity and Technology business communities in 25 countries. Bonhill operates fifteen information websites, publishes three regular print titles, hosts 120 events per annum, offers a portfolio of data & analytics propositions and provides a range of content marketing solutions.

The business creates content, sales and marketing opportunities, networking events and transactional opportunities for its audiences of entrepreneurs, business owners and managers, CTOs & technology leaders, asset & wealth managers, and professional women, in addition to its sponsors, advertising clients and customers. Flagship brands include: InvestmentNews, Portfolio Adviser, Fund Selector Asia, What Investment, SmallBusiness.co.uk, GrowthBusiness.co.uk, Information Age, Women in… events series, and DiversityQ.

For more information visit www.bonhillplc.com .

 

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