TIDMHVN
RNS Number : 6638H
Harvey Nash Group PLC
16 November 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
16 November 2018
Harvey Nash Group plc
("Harvey Nash" or the "Company")
Notice of proposed cancellation of trading on AIM
Harvey Nash notes the announcements released on 12 November 2018
by DBAY Advisors Ltd that The Power of Talent Ltd ("Bidco") has
commenced the implementation of the compulsory acquisition
procedure to acquire the remaining Harvey Nash Shares under Chapter
3 of Part 28 of the Companies Act 2006 (the "Act"), as contemplated
by the Offer Document.
Harvey Nash has, at the request of Bidco and as contemplated by
the Offer Document, made an application to the London Stock
Exchange for the cancellation of the admission to trading on AIM of
the Harvey Nash Shares to take effect on the Business Day
immediately following completion of the compulsory acquisition
process. Admission of the Harvey Nash Shares to trading on AIM will
be cancelled without the requirement for a resolution of
shareholders approving such cancellation pursuant to Rule 41 of the
AIM Rules. The Company confirms that the notice period for the
cancellation of admission of the Harvey Nash Shares to trading on
AIM has commenced.
It is expected that the following timetable will apply:
Last day of dealings in Harvey 27 December 2018
Nash Shares
Cancellation of listing of, 7:00 a.m on 28 December 2018
and trading in, Harvey Nash
Shares
Capitalised terms in this announcement have the meaning given to
them in the Offer Document which can be found at
https://www.harveynash.com/rco/.
Enquiries:
Harvey Nash Group plc
+44 (0) 20 7333 0033
Albert Ellis, Chief Executive Officer
Mark Garratt, Chief Financial Officer
Rothschild & Co (Financial Adviser to Harvey Nash) +44 (0)
20 7280 5000
Niall McBride
Neil Thwaites
Alexander Mitteregger
Panmure Gordon (Joint Financial Adviser and Corporate Broker to
Harvey Nash) +44 (0) 20 7886 2500
Ben Thorne
Erik Anderson
Andrew Potts
Hudson Sandler LLP (Financial PR Adviser to Harvey Nash) +44 (0)
20 7796 4133
Michael Sandler
Hattie O'Reilly
Important notices
Rothschild & Co, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom is acting
exclusively as financial adviser to Harvey Nash and no one else in
connection with the subject matter of this Announcement and will
not be responsible to anyone other than Harvey Nash for providing
the protections afforded to clients of Rothschild & Co or for
providing advice in connection with the subject matter of this
Announcement.
Panmure Gordon, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom is acting
exclusively as joint financial adviser and corporate broker to
Harvey Nash and no one else in connection with the subject matter
of this Announcement and will not be responsible to anyone other
than Harvey Nash for providing the protections afforded to clients
of Panmure Gordon or for providing advice in connection with the
subject matter of this Announcement.
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities, or the solicitation
of any vote or approval of an offer to buy securities in any
jurisdiction, pursuant to Bidco's Offer Document or otherwise nor
shall there be any sale, issuance or transfer of any securities
pursuant to Bidco's Offer Document in any jurisdiction in
contravention of any applicable laws. This Announcement does not
constitute a prospectus or prospectus-equivalent document.
This Announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code applies must be made by no
later than 3:30 pm (London time) on the 10th Business Day following
the commencement of the offer period and, if appropriate, by no
later than 3:30 pm (London time) on the 10th Business Day following
the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3:30 pm (London time) on the Business Day following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will normally be deemed to be a
single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and the ability of
Harvey Nash Shareholders who are not resident in the United Kingdom
to participate in the Code Offer may be restricted by laws and/or
regulations of those jurisdictions. In particular, the availability
of the Code Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions
in which they are located. Therefore, any persons who are subject
to the laws and regulations of any jurisdiction other than the
United Kingdom or Harvey Nash Shareholders who are not resident in
the United Kingdom should inform themselves about and observe any
applicable requirements in their jurisdiction. Any failure to
comply with the applicable requirements may constitute a violation
of the laws and/or regulations of any such jurisdiction.
The Code Offer will not be made, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws of that jurisdiction and no person may vote in favour of
the Code Offer by any use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and any formal
documentation relating to the Code Offer are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any Restricted
Jurisdiction.
Further details in relation to Harvey Nash Shareholders in
overseas jurisdictions are contained in Bidco's Offer Document.
Notice to US investors
Harvey Nash Shareholders in the United States should note that
the Code Offer relates to the securities of a company organised
under the laws of England and Wales and is proposed to be effected
by means of an offer under the laws of England and Wales. This
Announcement, Bidco's Offer Document and certain other documents
relating to the Code Offer have been or will be prepared in
accordance with English law, the Code and UK disclosure
requirements, format and style, all of which differ from those in
the United States. Accordingly, the Code Offer is subject to the
disclosure requirements of and practices applicable in the United
Kingdom to takeover offers, which differ from the disclosure
requirements of the United States tender offer and proxy
solicitation rules.
Harvey Nash's financial statements, and all financial
information that is included in this Announcement or that may be
included in Bidco's Offer Document, or any other documents relating
to the Code Offer, have been or will be prepared in accordance with
International Financial Reporting Standards and may not be
comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles.
Forward Looking Statements
This Announcement contains certain statements about Bidco and
Harvey Nash that are, or may be deemed to be, "forward-looking
statements" which are prospective in nature. All statements other
than statements of historical fact are, or may be deemed to be,
forward-looking statements. Forward-looking statements are based on
current expectations and projections about future events and are
therefore subject to known and unknown risks and uncertainties
which could cause actual results, performance or events to differ
materially from the future results, performance or events expressed
or implied by the forward-looking statements. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims",
"projects", "goal", "objective", "outlook", "risks", "seeks" or
words or terms of similar substance or the negative thereof, as
well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should",
"would", "might", "probably" or "will" be taken, occur or be
achieved. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future
expectations.
Such forward-looking statements involve 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 are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
Announcement. Any forward-looking statements made in this
Announcement on behalf of Bidco or Harvey Nash are made as of the
date of this Announcement based on the opinions and estimates of
directors of Bidco and Harvey Nash, respectively. Each of Bidco and
Harvey Nash and their respective members, directors, officers,
employees, advisers and any person acting on behalf of one or more
of them, expressly disclaims any intention or obligation to update
or revise any forward-looking or other statements contained in this
Announcement, whether as a result of new information, future events
or otherwise, except as required by applicable law. Neither Bidco,
Harvey Nash nor their respective members, directors, officers or
employees, advisers or any person acting on their behalf, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this Announcement will actually occur.
No forward-looking or other statements have been reviewed by the
auditors of Bidco or Harvey Nash. All subsequent oral or written
forward-looking statements attributable to Bidco, Harvey Nash or to
any of their respective members, directors, officers, advisers or
employees or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
No profit forecasts or estimates
Nothing in this Announcement is intended or shall be deemed to
be a forecast, projection or estimate of the future financial
performance of Bidco or Harvey Nash for any period and no statement
in this Announcement should be interpreted to mean that cash flow
from operations, earnings, or earnings per share or income of those
persons (where relevant) for the current or future financial years
would necessarily match or exceed the historical published cash
flow from operations, earnings, earnings per share or income of
those persons (as appropriate).
Publication on website and availability of hard copies
A copy of this Announcement and the display documents required
to be published pursuant to Rule 26 of the Code will be made
available, free of charge and subject to certain restrictions
relating to persons in Restricted Jurisdictions, on Harvey Nash's
website at www.harveynash.com by no later than 12 noon (London
time) on the Business Day following the date of this Announcement.
For the avoidance of doubt, neither the contents of such website
nor the content of any website accessible from hyperlinks on such
website is incorporated into, and do not form part of, this
Announcement.
Any person who is required to be sent a copy of this
Announcement under the Code, and who has not received a hard copy
of it, may request a hard copy of this Announcement (and any
information incorporated by reference in this Announcement) by
submitting a request in writing to Equiniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex, BN99 6DA or by calling the
helpline on 0371 384 2809 or +44 121 415 0089 (if calling from
outside the UK). Calls are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. The helpline is open
between 8:30 am and 5:30 pm, Monday to Friday excluding public
holidays in England and Wales. Please note that the Equiniti
helpline cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCBUBDBCGBBGIL
(END) Dow Jones Newswires
November 16, 2018 10:11 ET (15:11 GMT)
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