Schedule One update - Be Heard Group plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Be Heard Group plc (the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered office address:

10 Norwich Street

London

EC4A 1BD

Trading office address:

53 Frith StreetLondonW1D 4SN

COUNTRY OF INCORPORATION:

England

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.beheardgroup.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The Company was incorporated on 17 September 2014 and was admitted to trading to the Standard Segment of the Official list on 22 December 2014, with the purpose of carrying out strategic acquisitions. On 23 November 2015 the Company completed the reverse takeover of UK-based digital media agency Agenda 21 Digital Holding Limited ("Agenda 21") for an initial consideration of approximately £3.3 million (satisfied 65% in cash and 35% in Be Heard shares). Deferred consideration of up to a further £8.6 million will be payable subject to performance criteria over the next three years. The acquisition of Agenda 21 was supported by an equity placing to raise gross proceeds of £5.5 million.

On 14 March 2016, the Company announced the conditional reverse takeover of MMT Limited ("MMT") for an initial consideration of £5.1 million (satisfied 65% in cash and 35% in Be Heard shares). Deferred consideration of up to a further £15.4 million will be payable subject to performance criteria over the next three years. Completion of the acquisition is conditional on the approval of Be Heard shareholders at a general meeting to be held on 9 May 2016.

Agenda 21's core business is creating multi-channel marketing campaigns across the digital media spectrum including search engine marketing, pay-per-click, search engine optimisation, display advertising and social and other paid media, underpinned by detailed analytics and insight. Agenda 21 operates from headquarters in central London.

MMT is an award-winning design, development and user experience agency based in the UK. It specialises in architecting, creating and building bespoke websites and applications.

Like Agenda 21, MMT services clients across a wide range of sectors including charities, education, financial services, food and drink, healthcare, professional services and transport. It currently employs 64 people across two locations, with offices in central London and Uppingham.

The strategy of Be Heard is to create a network of digital businesses spanning the marketing services, data and e-commerce sectors through acquiring complementary agencies and other marketing services companies in the UK, Europe and the US.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares: 652,185,161

Nominal value of ordinary shares: £0.01

Placing price per share: £0.0325

Amount to be held in treasury: Nil

There are no restrictions on the transfer of ordinary shares

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital raised on admission: £8.1m

Implied market capitalisation: £21.2m

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

31.3 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

No other exchanges or trading platforms

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Peter Scott (Executive Chairman)

Robin Price (Group Finance Director)

Ian Maude (Group Development Director)

David Wilkinson (Non-executive director)

Rakhi Goss-Custard (Non-executive director)

Rodger Sargent (Non-executive director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Before Admission:

After Admission:

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None.

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 30 September 2015 (MMT Limited) plus 31 December 2015 for Be Heard Group plc (per latest annual report and accounts, as published at www.beheardgroup.com)

(iii) 30 September 2016, 30 June 2017, 30 September 2017

EXPECTED ADMISSION DATE:

10 May 2016

NAME AND ADDRESS OF NOMINATED ADVISER:

Numis Securities Limited

The London Stock Exchange Building

10 Paternoster Square

London

EC4M 7LT

NAME AND ADDRESS OF BROKER:

Numis Securities Limited

The London Stock Exchange Building

10 Paternoster Square

London

EC4M 7LT

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

From the registered office of the Company:

Be Heard Group plc

10 Norwich Street

London

EC4A 1BD

From the offices of Numis Securities Limited:

The London Stock Exchange Building

10 Paternoster Square

London

EC4M 7LT

The admission document will also be available for download at:

www.beheardgroup.com

The admission document will contain full details regarding the applicant and the admission of its securities.

DATE OF NOTIFICATION:

5 May 2016

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