BONH.L Regulatory News (BONH)

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:

Vitesse Media plc (Proposed to be renamed Bonhill Group plc)

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

Registered Office and Principal Trading Address:

14 Bonhill Street

London

EC2A 4BX

COUNTRY OF INCORPORATION:

United Kingdom

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

www.vitessemedia.com (to change to www.bonhillplc.com at admission)

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:

Vitesse Media plc (the "Company" or "Vitesse") is an AIM-quoted leading B2B media business specialising in three key areas: Business Information, Live Events and Data & Insight in three key sectors: Technology, Financial Services and Diversity. Vitesse's ambition is to create content that informs, communities that engage and brands that inspire in order to enable a better business environment for our sponsors and clients.

The Company has announced that it has entered into a conditional agreement to acquire the trade and assets of InvestmentNews, a market leading Business Information and Data & Insight brand supporting the US financial adviser and wealth manager community (the "Acquisition"). The Acquisition constitutes a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies and, as such, is subject to shareholders' approval at a general meeting.

The Company's existing main country of operation is the UK and following completion of the proposed reverse takeover, the US will also be a country of significant operations for the Company.

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):

29,098,437 new ordinary shares of nominal value of 1p each in the Company ("New Ordinary Shares") at an issue price of 80 pence per New Ordinary Share. This will follow a proposed 1 for 40 share reorganisation, which will result in an issued ordinary share capital of 4,301,541 ordinary shares of nominal value of 1p each in the Company immediately prior to the issuance of the New Ordinary Shares.

There will be no restrictions as to the transfer of the New Ordinary Shares and no New Ordinary Shares will be held in treasury.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on admission: £18.6 million (before expenses)

Anticipated market capitalisation on admission: £26.7 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

37.0 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

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):

There are no new proposed directors as a result of the Acquisition. The Directors of the Company will remain as follows:

Nileshbhai (Neil) Jayantilal Sachdev - Non-Executive Director

Simon Leslie Stilwell - Chief Executive Officer

David Anthony Brown - Group Finance Director

Nicola (Niki) Jane Dowdall - MD-Events and Marketing

Anne Elizabeth Donoghue - Non-Executive Director

Fraser James Gray - 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:

The Company will pay fees to its remuneration consultants, h2glenfern Limited and MM&K relating to advice and assistance connected to the establishment of a new share option scheme.

(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) Current accounting reference date is 31 March. To be changed to 31 December following admission

ii) InvestmentNews' HFI prepared to 31 December 2017, 31 December 2016 and 31 December 2015

iii) Unaudited interim results for the 6-month period ending 30 September 2018 to be published by 31 December 2018; audited results for the 9 months ending 31 December 2018 to be published by 30 June 2019; and unaudited results for the 6 months ending 30 June 2019 to be published by 30 September 2019.

EXPECTED ADMISSION DATE:

17 August 2018

NAME AND ADDRESS OF NOMINATED ADVISER:

Stockdale Securities Limited

100 Wood Street

London

EC2V 7AN

NAME AND ADDRESS OF BROKER:

Stockdale Securities Limited

100 Wood Street

London

EC2V 7AN

And

Canaccord Genuity Limited

88 Wood Street

London

EC2V 7QR

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:

The Admission Document is available at www.vitessemedia.com (or www.bonhillplc.com from admission).

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Board has chosen to adopt the QCA Corporate Governance Code.

DATE OF NOTIFICATION:

 6 August 2018

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