TIDMHVN
RNS Number : 2593F
DBAY Advisors Limited
26 October 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
26 October 2018
RECOMMED MANDATORY FINAL CASH OFFER
for
Harvey Nash Group plc ("Harvey Nash")
by
The Power of Talent Ltd ("Bidco")
a newly incorporated entity indirectly owned and controlled by
investment funds (the "DBAY Funds") controlled and managed by DBAY
Advisors Limited ("DBAY")
Unconditional as to acceptances and wholly unconditional
1. Acceptance condition satisfied and Mandatory Code Offer
wholly unconditional
Bidco is pleased to announce that the acceptance condition (the
"Condition") to its recommended mandatory final cash offer
("Mandatory Code Offer") for Harvey Nash has now been
satisfied.
Accordingly, the Mandatory Code Offer has become unconditional
as to acceptances and, as the Condition was the only condition to
the Mandatory Code Offer, the Mandatory Code Offer is also wholly
unconditional.
2. Level of acceptance and interests in relevant securities
As at 5.00 p.m. (London time) on 25 October 2018, Bidco had
received valid acceptances of the Mandatory Code Offer in respect
of a total of 7,473,243 Harvey Nash Shares representing
approximately 10.17 per cent. of Harvey Nash's issued ordinary
share capital.
Additionally, following the publication of the Offer Document,
DBAY Funds acquired Harvey Nash Shares in the market representing
in aggregate 8,407,037 Harvey Nash Shares (representing
approximately 11.45 per cent. of Harvey Nash's issued ordinary
share capital). Accordingly, Bidco, the DBAY Funds and persons
acting in concert with Bidco hold in aggregate 30,128,417 Harvey
Nash Shares, representing approximately 41.02 per cent. of Harvey
Nash's issued ordinary share capital.
Bidco notes that, in accordance with the terms of the
irrevocable undertakings entered into by them, each of the
Independent Harvey Nash Directors who are interested in Harvey Nash
Shares has accepted or procured the acceptance of the Mandatory
Code Offer in respect of their own holdings (and those of their
family members) of 1,266,259 Harvey Nash Shares representing, in
aggregate, approximately 1.72 per cent. of the share capital of
Harvey Nash. Of these, 226,202 shares are included in the aggregate
total number of acceptances detailed above. The remaining 1,040,057
shares have not been included in the aggregate total number of
acceptances as they do not yet satisfy the criteria set out in Note
4 to Rule 10 of the Code.
There are no irrevocable undertakings or letters of intent to
accept, or procure acceptance of, the Mandatory Code Offer
outstanding which are addressed to Bidco nor, so far as Bidco is
aware, to persons acting in concert with it.
Accordingly, as at 5.00 p.m. (London time) on 25 October 2018,
Bidco may count 37,601,660 Harvey Nash Shares (representing 51.19%,
being over 50 per cent. in aggregate of Harvey Nash's issued
ordinary share capital) towards satisfaction of the Condition to
the Mandatory Code Offer.
Save as disclosed above, as at the close of business in London
on 25 October 2018 (being the latest practicable time and date
prior to the date of this announcement), neither Bidco nor, so far
as Bidco is aware, any person acting in concert with Bidco has:
-- any interest in, or right to subscribe in respect of, or any
short position in relation to Harvey Nash relevant securities,
including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person
to purchase or take delivery of Harvey Nash relevant securities;
or
-- borrowed or lent any Harvey Nash relevant securities
(including any financial collateral arrangements), save for any
borrowed shares which have been either on-lent or sold.
The references to the issued share capital of Harvey Nash in
this paragraph 2 are based on a figure of 73,450,393 Harvey Nash
Shares in issue on 25 October 2018 (being the latest practicable
time and date prior to the date of this announcement).
3. Continuation of the Mandatory Code Offer and settlement of
consideration
The Mandatory Code Offer will remain open for acceptance until
further notice. At least 14 days' notice will be given by an
announcement before the Mandatory Code Offer is closed.
Settlement of consideration will be made within 14 days of 29
October (being the first closing date of the Mandatory Code Offer),
in accordance with Rule 31.8 of the Code, to those Harvey Nash
Shareholders whose valid acceptances have been received by 1.00
p.m. (London time) on 29 October 2018 in the manner described in
the Offer Document. Settlement of consideration in respect of valid
acceptances received after 1.00 p.m. (London time) on 29 October
2018 will be made within 14 days after receipt of each such
acceptance.
4. Action to be taken
Harvey Nash Shareholders who have not yet accepted the Mandatory
Code Offer are urged to do so as soon as possible in accordance
with the following procedures:
-- if you hold your Harvey Nash Shares, or any of them, in
certificated form (that is, not in CREST), you should complete and
return a Form of Acceptance as soon as possible; and
-- if you hold your Harvey Nash Shares, or any of them, in
uncertificated form (that is, in CREST), you should ensure that an
Electronic Acceptance is made by you or on your behalf and that
settlement occurs as soon as possible.
Full details on how to accept the Mandatory Code Offer are set
out in the Offer Document and (if applicable) the Form of
Acceptance. The Offer Document is available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Harvey Nash's website (www.harveynash.com).
If Harvey Nash Shareholders have any questions relating to the
procedure for acceptance of the Mandatory Code Offer, please
contact the Receiving Agent, Equiniti on 0371 384 2809 (when
telephoning from inside the UK) or on +44 121 415 0089 (when
telephoning 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 a.m.- 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. If you are a CREST sponsored member, you should contact
your CREST sponsor before taking any action.
5. Compulsory acquisition, cancellation of admission to trading
of Harvey Nash Shares on AIM and re-registration
If Bidco, by virtue of its and DBAY Funds' shareholdings and
acceptances of the Mandatory Code Offer, acquires, or agrees to
acquire, Harvey Nash Shares representing at least 75 per cent. of
the voting rights attaching to Harvey Nash Shares ("Cancellation
Threshold") Bidco intends to procure that Harvey Nash makes an
application to the London Stock Exchange for the cancellation of
the admission to trading on AIM of the Harvey Nash Shares. If such
an application is made, it is expected that such cancellation of
admission to trading on AIM will take effect no later than 20
Business Days after the date on which Bidco meets the Cancellation
Threshold, subject to the consent of the London Stock Exchange. If
the Cancellation Threshold is met, Bidco will procure that Harvey
Nash makes an announcement through a Regulatory Information Service
confirming that the notice period has commenced and the anticipated
date of cancellation.
Bidco has no intention to apply for Harvey Nash Shares to be
traded on any other market or dealing platform and therefore, the
cancellation of admission to trading of Harvey Nash Shares to
trading on AIM would significantly reduce the liquidity and
marketability of any Harvey Nash Shares not sold pursuant to the
Mandatory Code Offer.
It is also proposed that if the Cancellation Threshold is met,
Harvey Nash will seek to re-register as a private company.
If Bidco receives acceptances under the Mandatory Code Offer in
respect of, and/or otherwise acquires, not less than 90 per cent.
of the Harvey Nash Shares by nominal value and voting rights
attaching to such shares to which the Mandatory Code Offer relates,
Bidco intends to apply the provisions of sections 974 to 991
(inclusive) of the Companies Act 2006 to acquire compulsorily any
outstanding Harvey Nash Shares to which the Mandatory Code Offer
relates not acquired, or agreed to be acquired, pursuant to the
Mandatory Code Offer or otherwise.
6. General
Capitalised terms used but not de ned in this announcement shall
have the meanings given to them in the Offer Document.
Enquiries:
DBAY / Bidco +44 (0) 16 2469 0900
Mike Haxby
David Morrison
Deloitte (Financial Adviser to Bidco) +44 (0) 20 7936 3000
Chris Nicholls
Craig Lukins
Important notices
Deloitte LLP is acting for Bidco and no-one else in connection
with the Mandatory Code Offer and will not be responsible to anyone
other than Bidco for providing the protections offered to clients
of Deloitte LLP or for providing advice in relation to the
Mandatory Code Offer, the contents of this Announcement or any
matters referred to in this Announcement. Deloitte LLP is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority in respect of regulated activities. Deloitte LLP
can be contacted at its principal office: 1 New Street Square,
London, EC4A 3HQ.
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 the Mandatory Code Offer or otherwise nor
shall there be any sale, issuance or transfer of any securities
pursuant to the Mandatory Code Offer in any jurisdiction in
contravention of any applicable laws.
The Mandatory Code Offer is being implemented by way of an offer
pursuant to the terms of the Offer Document as revised by this
Announcement, which contains the full terms and conditions of the
Mandatory Code Offer, including details of how accept the Offer.
Any decision, acceptance or other response in respect of the
Mandatory Code Offer should be made only on the basis of
information contained in the Offer Document and this
Announcement.
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.
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 Mandatory Code Offer may be restricted by
laws and/or regulations of those jurisdictions. In particular, the
availability of the 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 Mandatory 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 Mandatory 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 Mandatory 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 the Offer Document.
Notice to US investors
Harvey Nash Shareholders in the United States should note that
the Mandatory 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, the Offer Document and certain other documents
relating to the Mandatory 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 Mandatory 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 the Offer Document, or any other documents relating to
the Mandatory 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.
Save as otherwise referred to above, a hard copy of this
Announcement will not be sent unless requested. Any such person may
also request that all future documents, announcements and
information in relation to the Mandatory Code Offer should be sent
to them in hard copy form.
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
OUPEAAESAANPFAF
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October 26, 2018 02:00 ET (06:00 GMT)
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