TIDMHYVE
RNS Number : 3108Y
Hyve Group PLC
03 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
3 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
RESULTS OF COURT MEETING AND GENERAL MEETING
Hyve Group plc ("Hyve") is pleased to announce that, at the
Court Meeting and General Meeting held earlier today in connection
with the recommended cash offer for the entire issued and to be
issued ordinary share capital of Hyve by Bidco (the "Acquisition"),
all of the resolutions proposed were duly passed.
Full details of the resolutions passed are set out in the
notices of the Court Meeting and the General Meeting contained in
the scheme document dated 5 April 2023 (the "Scheme Document"),
which, except in relation to access from certain Restricted
Jurisdictions, is available on Hyve's website at
https://hyve.group/Investors and on Bidco's website at
https://www.provequity.com/hyvegroupplc.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Scheme Document.
VOTING RESULTS OF THE COURT MEETING
The Scheme was approved by the requisite majority on a poll vote
at the Court Meeting held at 10.00 a.m. on 3 May 2023. A majority
in number of the Scheme Shareholders who voted (and who were
entitled to vote), either in person or by proxy, representing over
75 per cent. in value of the Scheme Shares held by such Scheme
Shareholders present and voting, voted to approve the Scheme.
The results of the Court Meeting held on 3 May 2023 were as
follows:
Results Scheme Shares Scheme Shareholders Number of Scheme
of Court voted who voted Shares voted
Meeting as a percentage
of the Scheme
Shares eligible
to be voted at
the Court Meeting
(%) #
Number % Number %
------------ ------- ---------- ----------
FOR 172,138,953 87.15% 104 75.54% 59.02%
------------ ------- ---------- ---------- -------------------
AGAINST 25,373,375 12.85% 34 24.46% 8.70%
------------ ------- ---------- ---------- -------------------
TOTAL 197,512,328 100% 139 100% 67.72%
------------ ------- ---------- ---------- -------------------
# The total number of Scheme Shares in issue at the Voting
Record Time was 291,640,907
VOTING RESULTS OF THE GENERAL MEETING
The special resolution to provide for the implementation of the
Scheme was passed by the requisite majority on a poll vote at the
General Meeting held at 10.15 a.m. on 3 May 2023.
Results VOTES FOR VOTES AGAINST TOTAL % OF WITHELD
of General VOTES CAST* ISSUED VOTES
Meeting SHARE
CAPITAL
VOTED
Number % Number % Number % Number
------------ ------ ----------- ------ ------------- --------- ----------
Special
Resolution 172,412,640 87.20 25,299,738 12.80 197,712,378 67.79% 1,017,837
------------ ------ ----------- ------ ------------- --------- ----------
* Excludes votes withheld.
SCHEME COURT HEARING
Completion of the Acquisition remains subject to the
satisfaction or waiver of the other Conditions set out in the
Scheme Document, including the sanction of the Scheme by the Court
and the delivery of a copy of the Scheme Court Order to the
Registrar of Companies.
The Scheme Court Hearing is scheduled to take place on 18 May
2023.
GENERAL
A copy of the resolution passed at the General Meeting is being
submitted to the Financial Conduct Authority and will shortly be
available for inspection on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
All references to times in this announcement are to London time,
unless otherwise stated. All percentages are rounded to two decimal
places.
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.
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.
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END
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