TIDMHYVE TIDMTTM
RNS Number : 4118X
Providence Equity LLP
25 April 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 OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
25 April 2023
Increased and Final* Offer for Hyve Group plc
On 15 March 2023, the boards of Hyve Group plc ("Hyve") and
Heron UK Bidco Limited ("Bidco"), a newly incorporated entity
formed by funds advised by Providence Equity Partners L.L.C. (the
"Providence Equity Funds" and "Providence", respectively) for the
purposes of making an offer for Hyve, announced, pursuant to Rule
2.7 of the City Code on Takeovers and Mergers (the "Code"), that
they had agreed the terms of a recommended cash offer to be made by
Bidco for the entire issued and to be issued share capital of Hyve
at a price of 108 pence per Hyve share (the "Acquisition") (the
"Rule 2.7 Announcement").
On 31 March 2023, Bidco announced, on behalf of the Providence
Equity Funds, that the Providence Equity Funds had entered into an
agreement with funds managed or advised by Searchlight Capital
Partners UK LLP (or its affiliates) (the "Searchlight Funds"),
pursuant to which the Searchlight Funds have agreed to partner with
the Providence Equity Funds by acquiring a 40 per cent. indirect
equity interest in Bidco, following receipt of regulatory approval
and completion of the Acquisition.
The scheme document in respect of the Acquisition (the "Scheme
Document") was published and made available to Hyve Shareholders on
5 April 2023. Capitalised terms used but not defined in this
announcement have the meanings given to them in the Scheme
Document.
Increased and Final Offer
Bidco is pleased to confirm that it has reached agreement with
the board of Hyve on the terms of an increased and final
recommended cash offer by Bidco for the entire issued and to be
issued share capital of Hyve (the "Increased and Final Offer").
Under the terms of the Increased and Final Offer, Scheme
Shareholders will be entitled to receive:
for each Hyve Share 121 pence in cash
The Increased and Final Offer values the entire issued and to be
issued share capital of Hyve at approximately GBP363 million on a
fully diluted basis and values Hyve at approximately GBP524 million
on an enterprise value basis.
The Increased and Final Offer represents an increase of
approximately 12.0 per cent. on the Acquisition Price of 108 pence
per Hyve Share and a premium of approximately:
-- 57.8 per cent. to the Closing Price per Hyve Share of 77
pence on 17 February 2023 (being the last Business Day prior to the
movement of Hyve's share price on 20 February 2023);
-- 67.4 per cent. to the three-month volume weighted average
Closing Price per Hyve Share of 72 pence on 17 February 2023 (being
the last Business Day prior to the movement of Hyve's share price
on 20 February 2023);
-- 78.7 per cent. to the six-month volume weighted average price
of 68 pence per Hyve Share on 17 February 2023 (being the last
Business Day prior to the movement of Hyve's share price on 20
February 2023); and
-- 40.7 per cent. to the Closing Price per Hyve Share of 86
pence on 20 February 2023 (being the last Business Day prior to the
commencement of the Offer Period).
The terms of the Increased and Final Offer imply an enterprise
value multiple of approximately 22.1 times Hyve's EBITDA for the 12
months to 30 September 2022.
*The increased Acquisition Price is final and will not be
further increased, except that Bidco reserves the right to increase
the Acquisition Price and/or otherwise to improve the terms of the
Acquisition if there is an announcement on or after the date of
this announcement of an offer or a possible offer for Hyve by a
third party offeror or potential offeror.
If any dividend and/or other distribution and/or other return of
capital is declared, made, or paid or becomes payable in respect of
Hyve Shares on or after the Announcement Date and prior to the
Effective Date, Bidco will reduce the price per Hyve Share payable
by it pursuant to the Acquisition (as revised hereby) by an amount
equal to the aggregate amount of such dividend and/or other
distribution and/or other return of capital, in which case any
reference in this announcement or in the Scheme Document to the
price per Hyve Share payable pursuant to the terms of the
Acquisition (as revised hereby) will be deemed to be a reference to
the consideration as so reduced. In such circumstances, Hyve
Shareholders will be entitled to retain any such dividend,
distribution or other return of value declared or paid.
Irrevocable undertakings and letters of intent
In connection with the Increased and Final Offer, Bidco has
received a non-binding letter of intent from RWC Asset Management
LLP on behalf of Redwheel European Focus Master Inc., a Hyve
Shareholder which holds, in aggregate, 33,791,252 Hyve Shares
representing approximately 11.6 per cent. of the issued share
capital of Hyve as at 24 April 2023 (being the latest practicable
date prior to publication of this announcement) stating their
intentions to vote in favour of the Scheme at the Court Meeting and
in favour of the Resolution at the General Meeting.
As described in the Scheme Document, Bidco has also received a
non-binding letter of intent from Strategic Value Partners, L.L.C.,
a Hyve Shareholder which holds, in aggregate, 47,775,625 Hyve
Shares representing approximately 16.4 per cent. of the issued
share capital of Hyve as at 24 April 2023 (being the latest
practicable date prior to publication of this announcement) stating
their intentions to vote in favour of the Scheme at the Court
Meeting and in favour of the Resolution at the General Meeting.
Therefore Bidco has received irrevocable undertakings from the
Hyve Directors (and where applicable their immediate family members
and related trusts), as described below, or letters of intent from
other Hyve Shareholders, with respect to, in aggregate, 83,183,037
Hyve Shares representing approximately 28.5 per cent. of the
existing issued share capital of Hyve as at 24 April 2023 (being
the latest practicable date prior to publication of this
announcement).
Recommendation
The Hyve Directors, who have been so advised by Goldman Sachs
International and Numis as to the financial terms of the Increased
and Final Offer, consider the terms of the Increased and Final
Offer to be fair and reasonable. In providing their financial
advice to the Hyve Directors, Goldman Sachs International and Numis
have taken into account the commercial assessments of the Hyve
Directors.
Accordingly, the Hyve Directors recommend unanimously that Hyve
Shareholders vote in favour of the Scheme at the Court Meeting and
in favour of the resolution to be proposed at the General Meeting.
The Hyve Directors who hold Hyve Shares have irrevocably undertaken
to vote in favour of the Scheme at the Court Meeting and the
Resolution to be proposed at the General Meeting in respect of
their own beneficial holdings, amounting in aggregate to 1,576,389
Hyve Shares and representing approximately 0.54 per cent. of the
issued share capital of Hyve as at 24 April 2023 (being the latest
practicable date prior to publication of this announcement). In
addition, certain of these Hyve Directors have also irrevocably
undertaken to procure that members of their immediate families, and
their related trusts, who have beneficial holdings in aggregate of
39,771 Hyve Shares representing approximately 0.01 per cent. of the
issued share capital of Hyve as at 24 April 2023 (being the latest
practicable date prior to publication of this announcement), vote
in favour of the Scheme at the Court Meeting and in favour of the
Resolution to be proposed at the General Meeting.
Financing of the Increased and Final Offer
The Providence Equity Funds have entered into an amended and
restated equity commitment letter in favour of Bidco in relation to
the financing of the Increased and Final Offer.
Perella Weinberg Partners and Deutsche Bank, financial advisers
to Providence Equity Partners L.L.C. and Bidco, are satisfied that
the resources available to Bidco are sufficient to enable Bidco to
satisfy in full the cash consideration payable to Hyve Shareholders
pursuant to the Increased and Final Offer.
Court Meeting and General Meeting
The board of Hyve confirms that the Court Meeting and the
General Meeting, notices of which are set out in Part IX and Part X
of the Scheme Document respectively, will be held at 10.00 a.m.
(London time) and 10.15 a.m. (London time), respectively, on 3 May
2023 at Hyve's offices at 2 Kingdom Street, London, W2 6JG, United
Kingdom, in accordance with the timetable set out in the Scheme
Document.
Action to be taken by Hyve Shareholders
As further detailed in the Scheme Document, in order to become
Effective, the Scheme will require, among other things, the
approval of Scheme Shareholders at the Court Meeting and the
passing of the Resolution by Hyve Shareholders at the General
Meeting. It is important that, for the Court Meeting in particular,
as many votes as possible are cast so that the Court may be
satisfied that there is a fair representation of Scheme Shareholder
opinion.
Hyve Shareholders are strongly urged to complete, sign and
return the Forms of Proxy in accordance with the instructions
printed thereon, or, alternatively, to appoint a proxy online or
electronically through CREST, for both the Court Meeting and the
General Meeting, as soon as possible and by no later than the
following times and dates:
-- BLUE Forms of Proxy for the Court Meeting by 10:00 a.m. (London time) on 28 April 2023; and
-- WHITE Forms of Proxy for the General Meeting by 10:15 a.m. (London time) on 28 April 2023.
If the BLUE Form of Proxy for the Court Meeting is not returned
by the relevant time, it may be: (i) scanned and emailed to
Equiniti at the following email address: proxyvotes@equiniti.com;
or (ii) presented in person to the Equiniti representative who will
be present at the Court Meeting, any time prior to the commencement
of the Court Meeting (or any adjournment thereof).
If the WHITE Form of Proxy for the General Meeting is not
returned by the relevant time, it will be invalid.
Hyve Shareholders who do NOT wish to change their voting
instructions
Hyve Shareholders who have already submitted Forms of Proxy or
who have appointed a proxy online or electronically through CREST
for the Court Meeting and/or the General Meeting and do not wish to
change their voting instructions need take no further action as
their Forms of Proxy or online/CREST proxy appointments will
continue to be valid in respect of the Court Meeting and the
General Meeting.
Hyve Shareholders who DO wish to change their voting
instructions
Hyve Shareholders who have submitted Forms of Proxy or who have
appointed a proxy online or electronically through CREST for the
Court Meeting and/or the General Meeting and who wish to change
their voting instructions should call the Shareholder Helpline on
+44 (0)371 384 2050. Lines are open from 8:30 a.m. to 5:30 p.m.
Monday to Friday (except English and Welsh public holidays). Calls
are charged at the standard geographical rate and will vary by
provider. Calls from outside the United Kingdom will be charged at
the applicable international rate. Please note that calls are
recorded for security and training purposes and the Shareholder
Helpline operators cannot provide advice on the merits of the
Scheme or the Acquisition, nor give financial, tax, investment or
legal advice.
The completion and return of the Forms of Proxy by post (or
transmission of a proxy appointment or voting instruction online or
electronically through CREST) will not prevent you from attending,
asking questions and voting and/or raising any objections at the
Court Meeting or the General Meeting, if you are entitled to and
wish to do so.
Hyve Shareholders should note that Hyve does not intend to
publish a revised scheme document.
Conditions
The waiting period under the United States Hart-Scott-Rodino
Antitrust Improvements Act of 1976 has now expired in respect of
the Acquisition. Accordingly, the Condition set out in paragraph
3(a) of Part A of Part IV of the Scheme Document has been
satisfied. The Acquisition remains subject to the satisfaction or
(if applicable) waiver of the remaining Conditions set out in the
Scheme Document.
The Scheme will be modified to reflect the terms of the
Increased and Final Offer. Save as disclosed in this announcement,
the Increased and Final Offer is subject to the same terms as set
out in the Scheme Document.
General
The Increased and Final Offer does not change Bidco's intentions
as regards the business of Hyve (including locations of its
operations), the management and employees of Hyve and the proposals
in respect of the Hyve Share Plans, as set out in the Scheme
Document and in the letters already sent to the participants in the
Hyve Share Plans informing them of the effect of the Scheme on
their rights under the Hyve Share Plans and, where applicable,
containing appropriate proposals in respect of such rights.
Save as set out in this announcement and in the announcement of
Providence Equity LLP dated 6 April 2023 in relation to the
Financing Commitment Documents referred to below:
-- Hyve confirms that there have been no changes to the
information disclosed in the Scheme Document (other than the
information referred to in the following sub-paragraph) that are
material in the context of the Scheme Document, including in
relation to any of the matters referred to in Rule 27.2(c) of the
Code; and
-- Bidco confirms that there have been no changes to the
information disclosed in the Scheme Document relating to Bidco,
Providence, Searchlight, the Bidco Director, the Providence
Responsible Persons and the Searchlight Responsible Persons, their
related trusts and other connected persons and persons acting in
concert with Bidco, Providence and Searchlight, in each case that
are material in the context of the Scheme Document, including in
relation to any of the matters referred to in Rule 27.2(b) of the
Code.
On 6 April 2023, Providence Equity LLP announced that, in
relation to the financing of the Acquisition, Bidco had entered
into a financing commitment letter and related fee letter (the
"Financing Commitment Documents") with certain funds managed and/or
advised by Hayfin Capital Management LLP. The committed debt
financing facilities contemplated by the Financing Commitment
Documents, the material terms of which are summarised in the
Appendix to that announcement, comprise a senior secured term loan
facility in the principal amount of up to $214,000,000; a senior
secured term acquisition facility in the principal amount of up to
$49,000,000; and a senior secured delayed draw term loan facility
in the principal amount of up to $43,000,000. Copies of the
Financing Commitment Documents are available free of charge,
subject to certain restrictions relating to persons resident in
certain jurisdictions, on Bidco's website at
www.provequity.com/hyvegroupplc.
The Providence Equity Funds and the Searchlight Funds have
entered into an agreement (the "Subscription Amendment Agreement")
amending the Subscription Agreement described in the Scheme
Document pursuant to which (i) the Searchlight Funds have consented
to the making of the Increased and Final Offer, and (ii) the
maximum subscription commitment of the Searchlight Funds has been
increased to reflect the consideration payable under the Increased
and Final Offer.
Consents
Perella Weinberg Partners, Deutsche Bank, Moelis, Goldman Sachs
International and Numis have given and not withdrawn their consent
to the publication of this announcement with the inclusion herein
of the references to their respective names, in each case, in the
form and context in which they appear.
Documents available on website
Copies of the following documents will be made available on both
Hyve's website at https://hyve.group/Investors and Providence's
website at www.provequity.com/hyvegroupplc until the end of the
Offer Period:
-- this announcement;
-- the amended and restated equity commitment letter described above;
-- the Subscription Amendment Agreement;
-- the consents provided of Perella Weinberg Partners, Deutsche
Bank, Moelis, Goldman Sachs International and Numis referred to
above; and
-- the irrevocable undertakings and letters of intent referred to in this announcement.
The Appendix to this announcement contains sources and bases of
certain information contained in this announcement.
ENQUIRIES
Hyve Group Plc +44 (0)20 3545 9400
Richard Last, Chairman
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
Toby Strong
Providence Equity Partners L.L.C. +44 (0)20 7514 8800
Andrew Tisdale
Robert Sudo
Searchlight Capital Partners UK, LLP +44 (0)20 7290 7910
James Redmayne
Nicolo Zanotto
Perella Weinberg UK Limited +44 (0)20 7268 2800
(Financial adviser to Providence Equity Partners L.L.C. and
Bidco)
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
Moelis & Company UK LLP +44 (0)20 7634 3500
(Financial adviser to Searchlight Capital Partners UK, LLP)
Geoffrey Austin
Robert Sorrell
Chris Raff
FGS Global +44 (0)20 7251 3801
(Financial PR adviser to Providence Equity Partners L.L.C. and
Bidco)
Rory King
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
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.
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 set out 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.
Further information
This announcement contains inside information in relation to
Hyve for the purposes of Article 7 of the Market Abuse Regulation.
The person responsible for arranging for the release of this
announcement on behalf of Hyve is Alice Rivers.
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or the
solicitation of an offer to buy, otherwise acquire, subscribe for,
sell or otherwise dispose of any securities, pursuant to the
Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale, issuance or
exchange would be unlawful prior to the registration or
qualification under the laws of such jurisdiction. The Acquisition
will be made solely by means of the scheme document or any document
by which the Acquisition is made, which will contain the full terms
and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. 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 other jurisdictions.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
announcement.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or from an independent
financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended).
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Hyve or Bidco, as appropriate, for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for Hyve or
Bidco, as appropriate.
Publication on website and availability of hard copies
A copy of this announcement will be made available on Hyve's
website at https://hyve.group/Investors and on Bidco's website at
www.provequity.com/hyvegroupplc by no later than 12 noon (London
time) on the business day following this announcement. For the
avoidance of doubt, the contents of Hyve's website and Bidco's
website are not incorporated into and do not form part of this
announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, Hyve Shareholders may
request a hard copy of this announcement by contacting Equiniti on
+44 371 384 2030. Calls outside the United Kingdom will be charged
at the applicable international rate. The helpline is open between
8.30 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays
in England and Wales. Please note that Equiniti cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. Hyve Shareholders may
also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form. If a Hyve Shareholder has received
this announcement in electronic form, hard copies of this
announcement and any document or information incorporated by
reference into this announcement will not be provided unless such a
request is made.
Dealing and Opening Position Disclosure Requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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) applies must be made by
no later than 3.30 p.m. (London time) on the 10th Business Day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. (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% 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 offerors, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 p.m. (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 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.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
APPENDIX
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context
otherwise requires, the following sources and bases have been
used:
1) the value attributed to the fully diluted issued share
capital of Hyve of GBP363 million is based on a value of 121 pence
per Hyve Share, and:
i) 291,640,907 Hyve Shares in issue on 24 April 2023 (being the
last Business Day prior to the date of this Announcement); plus
ii) 8,719,963 Hyve Shares which may be issued on or after this
Announcement on the exercise of options or vesting of awards under
the Hyve Share Plans, net of shares comprising the Hyve Employee
Share Ownership Trust of 646,239;
2) the enterprise value of GBP524 million is calculated by
reference to the fully diluted equity plus pro forma net debt of
GBP161 million as at 30 September 2022, with pro forma net debt
comprising the below from the audited consolidated balance of Hyve
as of that date and Hyve public filings:
i) term loan of GBP115.0 million (following refinancing in October 2022);
ii) non-current lease liabilities of GBP11.8 million;
iii) current lease liabilities of GBP3.4 million;
iv) deferred and contingent consideration payable of GBP73.6
million;
v) deferred and contingent consideration receivable of GBP17.2 million;
vi) cash and cash equivalents of GBP28.1 million (excludes any
cash received following the repayment of previous debt facilities
of GBP101.0 million upon the drawdown of the new term loan of
GBP115.0 million on 20 October 2022 and any change in Hyve's cash
and cash equivalents position between 30 September 2022 and 20
October 2022); and
vii) non-controlling interest of GBP2.5 million.
3) the implied enterprise value multiple of approximately 22.1
times is based on Hyve's EBITDA for the 12 months to 30 September
2022 of GBP23.7 million;
4) unless otherwise stated, financial information relating to
Hyve has been extracted from the audited consolidated financial
statements of Hyve for the financial year ended 30 September 2022
and Hyve public filings;
5) unless otherwise stated, all prices for Hyve Shares are the
Closing Price for the relevant date;
6) the Closing Prices of Hyve Shares are taken from Bloomberg data; and
7) the three month and six month Volume Weighted Average Prices are derived from Bloomberg data.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
OUPUVSAROSUSUAR
(END) Dow Jones Newswires
April 25, 2023 07:49 ET (11:49 GMT)
Hyve (LSE:HYVE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Hyve (LSE:HYVE)
Historical Stock Chart
From Jul 2023 to Jul 2024