Proposed acquisition and suspension of shares

14 March 2016

Be Heard Group plc

(the "Company" or "Be Heard")

Proposed acquisition of MMT Limited

Suspension of trading in the Company's shares

Be Heard Group plc (AIM: BHRD), the digital marketing group, announces that it has conditionally agreed to acquire the entire issued share capital of design, build and user experience ("UX") agency MMT Limited ("MMT Digital") (the "Acquisition") for initial consideration of £5.1m and deferred consideration of up to £15.4m subject to specific performance criteria. The Acquisition constitutes a reverse takeover under the AIM Rules and as such is conditional on, amongst other things, the approval of Be Heard shareholders at a general meeting. The Company will publish a combined admission document and circular convening a general meeting (the "Admission Document") in due course, currently anticipated to be early April 2016. Accordingly, the Company has requested an immediate suspension of trading in its shares until such time that it has published the Admission Document.

Highlights

· Conditional agreement to acquire the entire issued share capital of MMT Digital from certain individual vendors

· Initial consideration of c. £5.1m

· Deferred consideration of up to c. £15.4m payable subject to performance criteria over the period to full year 2019

· Initial consideration and deferred consideration to be satisfied:

o 65% in cash

o 35% by the issue of new ordinary shares in the Company

· Completion of the Acquisition is conditional, among other things on:

o Be Heard shareholder approval, at a general meeting to be convened in due course

o A placing of new shares in the Company to raise funds to facilitate the Acquisition

o Subsequent re-admission of the Company's enlarged share capital to trading on AIM

· Second acquisition by Be Heard, following the acquisition of Agenda21 in November 2015, in line with stated buy and build strategy to develop a next-generation digital marketing group at the intersection of marketing, technology and e-commerce

MMT Digital and expansion into Design and UX

Founded in 1999, MMT Digital is an award-winning design, development and UX agency, specialising in architecting, creating and building bespoke websites and applications that deliver outstanding user experiences.

MMT Digital services clients across a range of sectors including charities, education, financial services, food and drink, technology and travel. It currently employs 63 people across two locations, with offices in central London and Uppingham.  

The company's strategic approach, agile methodology and high-quality work are reflected in numerous industry awards. In 2015, it won six prestigious Recommended Agency Register ("RAR") Awards, as voted for by clients, including Best Web Development Agency, Best Web Design Agency, Best Software Development Agency (for the second year running), Best Analytics Agency, Best Optimisation Agency and the RAR Grand Prix Award. 

In the year to March 2015, MMT Digital achieved an underlying profit before taxation of £1.1 million (under UK GAAP).

As one of the leading global partners for Kentico, the content management system (CMS), e-commerce and online marketing platform, MMT Digital is well placed to expand in the UK and internationally as more organisations put digital services at the heart of their marketing and customer relationship strategies.

Acquisition benefits for Be Heard

MMT Digital will be Be Heard's second acquisition, following the purchase of Agenda21 in November 2015, adding designing and creating websites, applications and user experiences to Agenda21's media buying, search engine optimisation and analytics capabilities. Bringing MMT Digital into Be Heard alongside Agenda21 will create opportunities to exploit the synergies between these two complementary disciplines, helping brands build the best digital experiences while maximising reach and engagement among key customer target groups.

The Directors of Be Heard see design, build and UX as another key pillar of the business as it delivers on its vision of creating the next generation marketing group to help clients maximise their return on investment from digital marketing. To achieve this, the Company is seeking to acquire and join together best-in-class companies spanning the core digital marketing disciplines, providing access to management experience and deeper resources to enable them to develop and grow more quickly.

Peter Scott, Executive Chairman at Be Heard, said:

"The acquisition of MMT Digital is our second step towards Be Heard's ambition of forging an agile, interconnected digital marketing group. MMT Digital's award-winning team devise and create first-class websites and applications, delivering exceptional digital experiences for brands. Their skills and capabilities will become an integral part of our client offering. We look forward to welcoming the MMT Digital team on board and working closely with them as we build the Be Heard Group."

The Board will make further announcements in due course.

Enquiries

About Be Heard Group plc

Be Heard Group plc (BHRD.L) is a digital marketing group operating at the intersection of marketing, technology and e-commerce. Our vision is to build an agile interconnected group focused on helping clients maximise their return on investment from digital marketing. To achieve this, we will acquire and integrate best-in-class companies spanning the core digital marketing disciplines, providing management experience, access to deeper resources and a strong platform for growth.