Brave Bison Acquires MTM, Boosts EBITDA and Upgrades Forecasts

• Pro-forma net revenue rises to £44 million (vs £21.3 million reported in FY24).
• Pro-forma adjusted EBITDA increases to £9.4 million (vs £4.5 million in FY24).
• Underlying pro-forma basic EPS increases by at least 13% before any overhead savings.

The company also notes pro-forma adjusted basic EPS is up 38% since FY24 and has grown at a 23% CAGR since FY21.

	FY24 reported	Prior FY25 market expectations	Prior FY25 pro-forma expectations	Updated FY25 pro-forma
Net revenue	£21.3m	£29.2m	£36.5m	£44.0m
Adjusted EBITDA	£4.5m	£5.7m	£8.1m	£9.4m

Adjusted EBITDA is a cash-proxy profit measure before interest, tax, depreciation and amortisation, and excludes one-offs. EPS is earnings per share.

Guidance upgrade and commercial momentum

The Board expects to exceed current market forecasts for FY25 and has increased expectations for FY26. MTM is anticipated to contribute positively from completion. New client wins across the Group include Primark, EQT, Tottenham Hotspur FC, EA Games and Guinness World Records – strong logos that tend to spend across multiple digital channels.

Funding, leverage and synergy potential

The acquisition is funded via Brave Bison’s revolving credit facility and cash on hand. Net bank debt is expected to be £4-5 million at 31 December 2025, equivalent to roughly 0.5x pro-forma EBITDA. That’s conservative leverage for a service business with positive momentum.

Management plans to centralise property, finance, HR, marketing and IT. Any savings from this are not included in current guidance, so there is potential upside if integration lands well. No synergy figure is disclosed.

Share count, dilution and timing

• Initial 1,600,000 consideration shares are expected to be admitted around 16 September 2025.
• Total shares in issue post-admission: 95,894,737 (no treasury shares).
• The initial issue equates to about 1.67% of the enlarged share capital today. The deferred 3,200,000 shares due in three years would represent roughly a further 3.34% based on the current share count.

There is also a 500,000 option grant at 62.5 pence. The initial seller shares are locked up for three years, which helps align interests and reduce near-term selling pressure.

My take: why this looks sensible

• Strategic fit: MTM strengthens the high-value advisory layer and adds defensible IP and research depth, especially in developer ecosystems. That complements Brave Bison’s execution brands (SocialChain, Engage, etc.).
• Attractive economics: Immediate uplift to EBITDA and EPS, with a self-funding earn-out. The initial multiple looks reasonable for a profitable consultancy with tier-one clients.
• Low leverage: Net debt of £4-5 million at 0.5x EBITDA leaves room for further bolt-ons or investment.
• Upgraded outlook: Moving FY25 above market expectations and lifting FY26 sets a firmer earnings base.

What could go wrong

• Integration risk: Centralising overheads is sensible but execution matters. The RNS doesn’t quantify synergy timing or costs.
• Revenue concentration: MTM’s blue-chip client base is a strength, but large accounts can be cyclical or budget-sensitive.
• Earn-out stretch: To pay the full £4.0 million, MTM needs £10.7 million cumulative EBITDA over five years. Achievable, but it requires consistent delivery.

Key numbers at a glance

Initial consideration	£6.0m (cash £5.0m + shares £1.0m at 62.5p)
Deferred shares (year 3)	£2.0m (3,200,000 shares at 62.5p)
Earn-out	Up to £4.0m over 5 years, capped at £0.8m per year
MTM FY24 net revenue / EBITDA	£8.3m / £1.3m
Brave Bison FY25 pro-forma net revenue / EBITDA	£44.0m / £9.4m
EPS impact	Underlying pro-forma basic EPS +13% (before synergies)
Net debt (31 Dec 2025)	£4-5m (about 0.5x pro-forma EBITDA)
Total shares after admission	95,894,737

What to watch next

• Admission of the initial 1.6 million shares, expected around 16 September 2025.
• Evidence of cross-sell: MTM clients engaging with SocialChain, Engage and performance media, and vice versa.
• FY25 trading cadence: conversion of new wins (Primark, EQT, Tottenham Hotspur FC, EA Games, Guinness World Records) into sustained revenue.
• Cost synergy delivery from centralised overheads.

Bottom line

This looks like a well-priced bolt-on that pushes Brave Bison further up the value chain, lifts margins and upgrades forecasts with modest leverage. The structure aligns management with delivery and keeps cash outlay sensible. Execution will decide how much of the synergy and cross-sell upside drops through, but on today’s numbers, it is a tidy step forward.