THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

6 February 2023

Bonhill Group plc

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

Update on Strategic Review and Formal Sale Process

and

Trading Statement

Bonhill Group plc (AIM: BONH), a leading B2B media business specialising in financial services providing media, events and data & analytics, announces an update on progress with its strategic review and the formal sale process announced on 10 October 2022 and a trading statement.

Update on Strategic Review and Formal Sale Process

Further to its announcement on 9 December 2022, the Company announces that the privately owned UK media company's due diligence on the assets and trade of its UK and Asia businesses is progressing well and it expects shortly to make a further announcement.  

In addition, the Company announces that it has received a non-binding offer from a US media buyer for the business and assets of InvestmentNews LLC ("InvestmentNews") of $6.5 million in cash (equating to a price per share of approximately 4.5 pence). Subject to the completion of satisfactory due diligence, the Company expects to sign a conditional agreement with the purchaser in March 2023. A further announcement will be made in due course.

Shareholders are advised that there can be no certainty that any sale or other transaction will be concluded for either the Company's UK and Asia businesses or InvestmentNews, nor as to the terms on which any sale or other transaction may be made.

Having concluded the strategic review and formal sale process as it is no longer in discussions with, nor in receipt of an approach from, any potential offeror relating to an acquisition of its issued and to be issued share capital, the Company confirms that it is no longer conducting the formal sale process. As such, the Company has ceased to be in an "offer period" as defined in the City Code on Takeovers and Mergers ("City Code") and the disclosure requirements pursuant to Rule 8 of the City Code are therefore no longer applicable.

Trading Statement

The Company announces that since its announcement on 9 December 2022, certain clients continued to delay the release of planned marketing spend in the year ended 31 December ("FY2022") (equating to approximately £0.2 million of revenue and £0.1 million of EBITDA). As a result, the Board now expects FY2022 revenue of £13.6 million and LBITDA of £1.5 million. The Company continues to manage its cash well, including the use of the available drawdown facility, with an expected year end net cash position of £0.7 million.

This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.

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About Bonhill Group plc

Bonhill Group plc is a leading, AIM-quoted, B2B media company providing Business Information, Events and Data & Insight propositions to the global Financial Services community. Bonhill operates multiple digital platforms, has market leading media brands, hosts over 100 events per annum, offers a portfolio of data & analytics propositions and provides a range of content marketing solutions.

Bonhill operates exclusively in the financial services space where its brands and services are acknowledged as market leaders. It specialises in enhancing the relationship and flow of information between the global community of financial services providers and the advisers who recommend their products. Bonhill was early to recognise the growing importance of ESG in asset allocation and fund selection and now owns the leading global platform in this space, serving the adviser community.

Flagship brands include: InvestmentNews, ESG Clarity, Portfolio Adviser, Fund Selector Asia, Expert Investor Europe, UK Adviser and International Adviser.

Offices in New York, London, Singapore and Hong Kong.

For more information visit www.bonhillplc.com.

IMPORTANT NOTICES

Shore Capital and Corporate Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and is acting exclusively as Financial Adviser, Nominated Adviser and Broker and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Bonhill for providing the protections afforded to its clients nor for providing advice in relation to the subject matter of this announcement.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

This announcement (including any information incorporated by reference in this announcement), oral statements made regarding the formal sale process, and other information published by the Group contain statements about the Group that are or may be deemed to be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, may be forward looking statements.

These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers should not rely on such forward-looking statements, which speak only as of the date of this announcement. The Group disclaims any obligation or responsibility to update publicly or review any forward-looking or other statements contained in this announcement, except as required by applicable law.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Publication on website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the Group's website at www.bonhillplc.com by no later than 12 noon (London time) on the business day following the date of this announcement. Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.