TIDMHYVE
RNS Number : 1930A
Hyve Group PLC
22 May 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
FOR IMMEDIATE RELEASE
22 May 2023
RECOMMED CASH ACQUISITION
of
HYVE GROUP PLC
by
HERON UK BIDCO LIMITED
(a company controlled by funds advised by Providence Equity
Partners L.L.C. and its affiliates)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
Hyve Group plc ("Hyve") and Heron UK Bidco Limited ("Bidco") are
pleased to announce that, following the delivery of the Scheme
Court Order to the Registrar of Companies today, the Scheme has now
become Effective in accordance with its terms and the entire issued
share capital of Hyve is now owned by Bidco.
Hyve Shareholders on the register at the Scheme Record Time,
being 6:00 p.m. on 19 May 2023, will receive 121 pence in cash for
each Scheme Share.
Suspension of listing and dealings in Hyve Shares
The listing of Hyve Shares on the premium listing segment of the
Official List of the Financial Conduct Authority and the admission
to trading of Hyve Shares on the London Stock Exchange's Main
Market for listed securities was suspended with effect from 7:30
a.m. on 22 May 2023.
Cancellation of listing and dealings in Hyve Shares
An application has been made to the Financial Conduct Authority
and the London Stock Exchange in relation to the cancellation of
Hyve's listing on the premium listing segment of the Official list
and the trading of Hyve Shares on the London Stock Exchange's Main
Market, which is expected to take place by 8:00 a.m. on 23 May
2023.
Settlement
The latest date for the dispatch of cheques to Hyve Shareholders
and settlement through CREST for cash consideration due under the
Scheme is 5 June 2023.
As a result of the Scheme having become Effective, share
certificates in respect of Hyve Shares have ceased to be valid
documents of title and entitlements to Hyve Shares held in
uncertificated form in CREST have been cancelled.
Director resignations
As set out in the Scheme Document, each of Hyve's non-executive
directors have resigned as directors of Hyve with effect from the
Effective Date.
General
All references to times in this announcement are to London
time.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document dated 5 April 2023.
Enquiries
Hyve Group plc +44 (0)20 3545 9400
Mark Shashoua, CEO
John Gulliver, CFO
Marina Calero, Group Head of Investor Relations
Goldman Sachs International +44 (0)20 7774 1000
(Lead financial adviser to Hyve)
Nick Harper
Khamran Ali
Numis +44 (0)20 7260 1000
(Financial adviser and corporate broker to
Hyve)
Nick Westlake
Stuart Ord
Hugo Rubinstein
Camarco +44 (0)20 3757 4992
(Financial PR adviser to Hyve)
Ginny Pulbrook
Rosie Driscoll
Lily Pettifar
Providence Equity Partners L.L.C. +44 (0)20 7514 8800
Andrew Tisdale
Robert Sudo
Perella Weinberg UK Limited
(Financial adviser to Providence Equity Partners
L.L.C. and Bidco) +44 (0)20 7268 2800
Rich Newman
Matthew Smith
Deutsche Bank AG, London Branch +44 (0)20 7545 8000
(Financial adviser to Providence Equity Partners
L.L.C. and Bidco)
Daniel Ross
Oliver Ives
Simon Hollingsworth
FGS Global +44 (0)20 7251 3801
(Financial PR adviser to Providence Equity
Partners L.L.C. and Bidco)
Rory King
Searchlight Capital Partners UK, LLP +44 (0)20 7290 7910
James Redmayne
Nicolo Zanotto
Moelis & Company UK LLP +44 (0)20 7634 3500
(Financial adviser to Searchlight Capital Partners
UK, LLP)
Geoffrey Austin
Robert Sorrell
Chris Raff
Weil, Gotshal & Manges (London) LLP is providing legal
advice to Bidco and Providence Equity Partners L.L.C., Willkie Farr
& Gallagher (UK) LLP is providing legal advice to Searchlight
Capital Partners UK, LLP and Macfarlanes LLP is providing legal
advice to Hyve.
Important Notices
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Hyve and no one else in
connection with the matters referred to in this Announcement and
will not be responsible to anyone other than Hyve for providing the
protections afforded to clients of Goldman Sachs International or
for providing advice in connection with the matters referred to in
this Announcement.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Hyve and no one else in connection with
the matters referred to in this Announcement and will not be
responsible to anyone other than Hyve for providing the protections
afforded to clients of Numis, nor for providing advice in relation
to any matter referred to herein. Neither Numis nor any of its
affiliates (nor any of their respective directors, officers,
employees or agents), owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Numis in connection with this Announcement, any
statement contained herein or otherwise.
Perella Weinberg UK Limited ("Perella Weinberg Partners"), which
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for Providence Equity
Partners L.L.C. and Bidco in connection with the matters set out in
this Announcement and for no one else and will not be responsible
to anyone other than Providence Equity Partners L.L.C. and Bidco
for providing the protections afforded to its clients nor for
providing advice in relation to the matters set out in this
Announcement. Neither Perella Weinberg Partners nor any of its
subsidiaries, branches or affiliates and their respective
directors, officers, employees or agents owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Perella Weinberg Partners in
connection with this Announcement, any statement contained herein
or otherwise.
Deutsche Bank AG is a joint stock corporation incorporated with
limited liability in the Federal Republic of Germany, with its head
office in Frankfurt am Main where it is registered in the
Commercial Register of the District Court under number HRB 30 000.
Deutsche Bank AG is authorised under German banking law. The London
branch of Deutsche Bank AG is registered in the register of
companies for England and Wales (registration number BR000005) with
its registered address and principal place of business at
Winchester House, 1 Great Winchester Street, London EC2N 2DB.
Deutsche Bank AG is authorised and regulated by the European
Central Bank and the German Federal Financial Supervisory Authority
(BaFin). With respect to activities undertaken in the United
Kingdom, Deutsche Bank AG is authorised by the Prudential
Regulation Authority. It is subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential
Regulation Authority. Details about the extent of Deutsche Bank
AG's authorisation and regulation by the Prudential Regulation
Authority are available from Deutsche Bank AG on request. Deutsche
Bank AG, London Branch ("Deutsche Bank") is acting exclusively as
financial adviser to Providence Equity Partners L.L.C. and Bidco
and no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than
Providence Equity Partners L.L.C. and Bidco for providing the
protections afforded to clients of Deutsche Bank nor for providing
advice in connection with the subject matter of this Announcement
or any other matter referred to in this Announcement.
Moelis & Company UK LLP ("Moelis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Searchlight Capital Partners UK, LLP in
connection with the matters set out in this Announcement and for no
one else and will not be responsible to anyone other than
Searchlight Capital Partners UK, LLP for providing the protections
afforded to its clients nor for providing advice in relation to the
matters set out in this Announcement. Neither Moelis nor any of its
subsidiaries, branches or affiliates and their respective
directors, officers, employees or agents owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Moelis in connection with this
Announcement, any statement contained herein or otherwise.
Publication on website
This announcement and the documents required to be published
pursuant to Rule 26.1 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Hyve's website at
https://hyve.group/Investors and on Bidco's website at
www.provequity.com/hyvegroupplc by no later than 12.00 p.m. on the
Business Day following the date of publication of this
Announcement.
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END
SOASEDSAEEDSEII
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