Hyve Group PLC Offer Update and Expected Scheme Timetable (6507Y)

TIDMHYVE

RNS Number : 6507Y

Hyve Group PLC

05 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

5 May 2023

RECOMMED CASH ACQUISITION

HYVE GROUP PLC

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

OFFER UPDATE AND EXPECTED SCHEME TIMETABLE

As announced on 3 May 2023, Hyve Shareholders voted to approve the Scheme at the Court Meeting and the General Meeting held on 3 May 2023 in connection with the recommended cash offer for the entire issued and to be issued ordinary share capital of Hyve by Bidco (the "Acquisition").

Scheme Conditions

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.

As announced by Bidco on 25 April 2023, the waiting period under the United States Hart-Scott Rodino Antitrust Improvements Act of 1976 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 Scheme is not conditional on any other antitrust related conditions.

Expected timetable of principal events

Set out below is an updated expected timetable of principal events. In particular, please note that the Scheme Court Hearing has been scheduled for 18 May 2023 and the Scheme is therefore expected to become Effective on 22 May 2023.

 
 Event                                       Time(1) and/or date 
 Scheme Court Hearing to sanction            18 May 2023 
  the Scheme 
 Last day of dealings in, and                19 May 2023 
  for registration of transfers 
  of, Hyve Shares 
 Scheme Record Time                          6.00 p.m. on 19 May 2023 
 Disablement of CREST in respect             6.00 p.m. on 19 May 2023 
  of Hyve Shares 
 Effective Date of the Scheme                22 May 2023 (2) 
 Suspension of listing of, and               before markets open on 22 May 
  dealings in, Hyve Shares                    2023 
 Cancellation of listing of Hyve             8.00 a.m. on 23 May 2023 
  Shares 
 Despatch of cheques, despatch               within 14 days after the Effective 
  of electronic payments and crediting        Date (expected to be 5 June 
  of CREST accounts for cash consideration    2023) 
  under the Scheme 
 Long Stop Date                              15 September 2023(3)

Notes:

1 All references in this announcement to times are to times in London (unless otherwise stated). The dates and times given are indicative only and are based on Hyve's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the times and/or dates above change, the revised times and/or dates will be notified to Hyve Shareholders by announcement through a Regulatory Information Service.

2 This will be the date on which the Scheme Court Order is delivered to the Registrar of Companies. The events which are stated as occurring on subsequent dates are conditional on the Effective Date occurring and their timings are calculated by reference to this time.

3 This is the latest date by which the Acquisition may become Effective, unless Hyve and Bidco agree, and (if required) the Court and the Takeover Panel allow, a later date.

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.

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

OUPBRGDUDBGDGXU

(END) Dow Jones Newswires

May 05, 2023 13:14 ET (17:14 GMT)

Hyve (LSE:HYVE)
Historical Stock Chart
From Jun 2024 to Jul 2024