REG - Brave Bison Grp PLC - Acquisition & Strategic Investment from News Corp.

Brave BisonAnnouncement

10/04/2025 07:02

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RNS Number : 4042E  Brave Bison Group PLC  10 April 2025

The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Upon the publication of this announcement
via a Regulatory Information Service, this inside information is now
considered to be in the public domain.

 

 

10 April 2025

 

Brave Bison Group plc

 

("Brave Bison" or the "Company", together with its subsidiaries "the Group")

 

Acquisition & Strategic Investment

 

Bolt-on acquisition expands capabilities in fast-growing influencer marketing
segment

 

News UK, part of News Corp, to become a Top 10 shareholder in Brave Bison

 

Brave Bison, the digital media, marketing and technology company, today
announces that it has entered into a binding agreement to acquire the entire
issued share capital of The Fifth Limited, which comprises the trade and
assets of The Fifth Group ("The Fifth") from News UK & Ireland Limited
("News UK"), for a total consideration of up to £7.6 million ("the
Acquisition").

 

The Acquisition will result in News UK, part of the global media company News
Corp, becoming a Top 10 shareholder in Brave Bison, and see Brave Bison and
News UK enter into a strategic partnership on marketing and technology.

 

The Fifth Group

 

The Fifth is the award-winning influencer marketing division of News UK. The
Fifth was founded in 2019 and delivers influencer marketing, social strategy
and end-to-end creator-led campaigns for brands including YouTube, Disney+,
UKTV, FOX Entertainment, Tommee Tippee, The Times, TSB & SamsungTV.

 

On completion of the Acquisition, News UK will be issued with 40 million new
Brave Bison ordinary shares (the "Consideration Shares"), worth £1 million at
an issue price of 2.5 pence per ordinary share, and will receive cash
consideration of £0.575 million. News UK will also receive 25% of profits
generated by The Fifth over the next three years, capped at £6 million (the
"Contingent Consideration").

 

Brave Bison intends to combine The Fifth with SocialChain, Brave Bison's
social media advertising and influencer marketing practice, enabling the
enlarged business to invest further into the capability and continue building
out best-in-class strategy and technology.

 

Brave Bison and News UK will enter into strategic partnership, and News UK
will continue to work with The Fifth, as part of SocialChain, as influencer
marketing partner.

 

The Fifth generated £6.2 million of revenue (inclusive of influencer
passthrough costs) in the 12 months ending 30 June 2024 (unaudited) and the
acquisition is expected to generate positive contribution for Brave Bison in
the current financial year. All of the seven acquisitions made by Brave Bison
since 2020 have generated positive contribution within 12 months of
completion.

 

The Fifth is considered a market leader in the influencer marketing and
creator economy. The Fifth was named Influencer Marketing Agency of the Year
at the bCreator awards and Best Team at the Global Influencer Marketing
Awards. Further, The Fifth CEO Oliver Lewis is co-chair of the Influencer
Marketing Trade Body, the industry group that sets codes of conduct and
professional standards, providing clients comfort in this continuously
evolving area of the social media advertising market.

 

Global advertising spend on influencer marketing is forecast to reach $32.6bn
in 2025, a 400% increase from the $6.5bn spent in 2019((1)). Influencer
marketing is already the fastest growing service within Brave Bison, and we
are seeing strong demand from customers across Brave Bison for social-first
advertising strategies.

 

In a March 2025 interview with Barclays analyst Warren Ackerman, recently
appointed Unilever CEO Fernando Fernandez stated that "Our spend on social
 media  will move from 30% to 50% of our total spend. We will work with 20
times more influencers"((2))

 

Strategic Investment from News UK

 

Following Admission (as defined below), News UK will own a shareholding of
3.1% in Brave Bison, establishing it as the Company's sixth largest
shareholder. In addition, News UK has committed to making a further investment
of £0.2 million in acquiring additional Brave Bison ordinary shares via
on-market purchases in the six months following completion of the Acquisition.

 

In line with the ongoing strategic partnership between the parties, News UK
has agreed, to allocate 25% of any Contingent Consideration payable to further
on-market purchases of Brave Bison ordinary shares.

 

Oliver Green, Chairman of Brave Bison, commented:

 

"We are delighted to announce this acquisition and to welcome News UK, part of
the global media company News Corp, as a significant shareholder in Brave
Bison. News UK has a culture of innovation, and we're honoured to have been
chosen as custodians of The Fifth in driving the business forward. This marks
our third acquisition of 2025, and is announced alongside our annual results
which show a fourth successive year of growth in net revenue, adjusted EBITDA,
adjusted EPS and net cash."

 

Dom Carter, Executive Vice President, News UK commented:

 

"I am extremely proud of what Oliver Lewis and the team have created with The
Fifth over the last six years. Brave Bison is the perfect partner to unlock
and fast track The Fifth's future potential in the influencer market. I'm also
excited that News UK will remain a key client of The Fifth, and stand to
benefit from Brave Bison's future growth as a strategic investor."

 

Application will be made for the Consideration Shares to be admitted to
trading on AIM. The Consideration Shares will rank pari passu with the
Company's existing ordinary shares and it is expected that admission will
occur at 8.00 a.m. on 9 May 2025 ("Admission").

 

Following Admission, the Company's issued ordinary share capital will comprise
1,331,813,947 ordinary shares, none of which are held in treasury. Therefore,
the total number of ordinary shares with voting rights in the Group following
Admission will be 1,331,813,947.

 

The above figure of 1,331,813,947 may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in the
Group under the FCA's Disclosure Guidance and Transparency Rules.

 

(1)   Influencer Marketing Hub, Influencer Marketing Benchmark Report 2025

(2)   Fireside Chat with Fernando Fernandez, Unilever CEO and Warren
Ackerman, Barclays Analyst www.youtube.com/watch?v=SCh7KubuZdo
(http://www.youtube.com/watch?v=SCh7KubuZdo)

 

For further information please contact:

 

 Brave Bison Group plc

 Oliver Green, Chairman                                  via Cavendish

 Theo Green, Chief Growth Officer

 Philippa Norridge, Chief Financial Officer

 Cavendish Capital Markets                               Tel: +44 (0) 20 7220 0500

 Nominated Adviser & Broker

 Ben Jeynes / Dan Hodkinson - Corporate Finance

 Michael Johnson / Sunila de Silva - Sales & ECM

 Sodali & Co                                             Tel: +44 (0) 7841 658 163

 Elly Williamson

 Pete Lambie

 

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