TIDMHYVE
RNS Number : 3215M
Hyve Group PLC
07 May 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA, NEW ZEALAND OR ANY OTHER STATE OR JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS. NOTHING IN IT SHALL CONSTITUTE AN OFFERING OF ANY
SECURITIES. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE
ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY PROVISIONAL ALLOTMENT
LETTER, NIL PAID RIGHTS, FULLY PAID RIGHTS, AND/OR NEW ORDINARY
SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED
IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
For immediate release
7 May 2020
Hyve Group plc
(The "Company")
ANNOUNCEMENT OF PUBLICATION OF PROSPECTUS
Further to the announcement earlier today by Hyve Group plc
relating to the underwritten GBP126.6m rights issue and proposed
share consolidation (the "Rights Issue Announcement"), the Company
is pleased to announce that the Prospectus has been approved by the
Financial Conduct Authority ("FCA") and has been published.
The Prospectus will be posted today to Shareholders that have
elected to receive hard copies of shareholder documentation.
The Prospectus is available for inspection on the Company's
website: ( http://www.hyve.group). A copy of the Prospectus will
also be submitted to the National Storage Mechanism and will
shortly be available for inspection at
www.morningstar.co.uk/uk/NSM.
The defined terms set out in the Prospectus apply in this
Announcement.
For further information, please contact:
Hyve Group plc +44 (0)20 3545 9400
Mark Shashoua / Andrew Beach
Numis (Sponsor, Financial Adviser, Corporate Broker,
Joint Global Coordinator, Joint Bookrunner & Joint
Underwriter) +44 (0)20 7260 1000
Nick Westlake / Matt Lewis / Hugo Rubinstein / William
Baunton
Barclays (Joint Global Coordinator, Joint Bookrunner
& Joint Underwriter) +44 (0)20 7623 2323
Alastair Blackman / Lawrence Jamieson / Ben West
/ Kunal Bidani
HSBC (Joint Global Coordinator, Joint Bookrunner
& Joint Underwriter) +44 (0)20 7991 8888
Andrea Coda / Sam Hart / Bhavin Dixit /Jonathan Surr
FTI Consutling +44 (0)20 3727 1000
Charles Palmer / Emma Hall / Chris Birt
IMPORTANT NOTICE
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness. The
information in this announcement is subject to change.
This announcement is an advertisement and not a prospectus and
not an offer of Nil Paid Rights, Fully Paid Rights or New Ordinary
Shares for sale in any jurisdiction, including the United States,
Australia, Canada, Japan, South Africa, New Zealand and any other
jurisdiction where the extension or availability of the Rights
Issue (and any other transaction contemplated thereby) would breach
any applicable law (each an "Excluded Territory").
Neither this announcement nor anything contained in it shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
acquire any Nil Paid
Rights, Fully Paid Rights or New Ordinary Shares referred to in
this announcement except on the basis of the information contained
in the Prospectus published by the Company in connection with the
Rights
Issue.
The Prospectus is available on the Company's website at
www.hyve.group. Neither the content of the Company's website nor
any website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this announcement.
The distribution of this announcement, the Prospectus, any other
offering or public material relating to the Rights Issue and/or the
Provisional Allotment Letter and/or the transfer of Nil Paid
Rights, Fully Paid Rights and/or New Ordinary Shares through CREST
or otherwise into a jurisdiction other than the United Kingdom may
be restricted by law and therefore persons outside of the United
Kingdom into whose possession this announcement and/or any
accompanying documents come should inform themselves about and
observe any such restrictions. In particular, subject to certain
exceptions, this announcement and the accompanying documents should
not be distributed, forwarded to or transmitted in or into the
United States or any of the other Excluded Territories.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or
the Prospectus. This announcement does not constitute a
recommendation concerning any investor's options with respect to
the Rights Issue. The price and value of securities can go down as
well as up. Past performance is not a guide to future performance.
The contents of this announcement are not to be construed as legal,
business,
financial or tax advice. Each Shareholder or prospective
investor should consult his, her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
This announcement is not and does not contain an offer of
securities for sale or a solicitation of an offer to purchase or
subscribe for securities in the United States or any other Excluded
Territory, or any other state or jurisdiction in which such
release, publication or distribution would be unlawful. The
securities to which this announcement relates (the "Securities")
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "US Securities Act"), or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, in the
United States except pursuant to an applicable exemption from, or
in a transaction not subject to, the registration requirements of
the US Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United
States. Subject to certain exceptions, the Securities may not be
offered or sold in any other Excluded Territory or to, or for the
account or benefit of, any national, resident or citizen of such
countries.
Accordingly, subject to certain exceptions, the Rights Issue is
not being made in the United States and neither this announcement,
the Prospectus nor the Provisional Allotment Letters constitute or
will constitute an offer, or an invitation to apply for, or an
offer or an invitation to subscribe for or acquire any Nil Paid
Rights, Fully Paid Rights or New Ordinary Shares in the United
States. Subject to certain limited exceptions, Provisional
Allotment Letters have not been, and will not be, sent to, and Nil
Paid Rights have not been, and will not be, credited to the CREST
account of, any Qualifying Shareholder with a registered address in
or that is located in the United States.
The information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. This announcement should not be distributed,
forwarded to or transmitted in or into any jurisdiction where to do
so might constitute a violation of local securities laws or
regulations, including but not limited to (subject to certain
exceptions) the United States and any of the other Excluded
Territories.
Each of Numis, which is authorised and regulated in the United
Kingdom by the FCA, and HSBC and Barclays which are authorised by
the Prudential Regulation Authority ("PRA") and regulated in the
United Kingdom by the PRA and FCA, are acting exclusively for the
Company and no one else in connection with the Rights Issue and
will not regard any other person (whether or not a recipient of
this announcement) as their respective clients in relation to the
Rights Issue and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients nor
for providing advice in connection with the Rights Issue, or any
other matter referred to in this announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Numis, Barclays or HSBC or their
respective affiliates or agents as to, or in relation to, the
accuracy or completeness of this announcement or any other
information made available to or publicly available to any
interested party or its advisers, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available, and any liability therefore is expressly disclaimed.
In connection with the proposed Rights Issue, Numis, Barclays
and HSBC and any of their affiliates, may in accordance with
applicable legal and regulatory provisions, engage in transactions
in relation to the Nil Paid Rights, the Fully Paid Rights, the New
Ordinary Shares and/or related instruments for their own account
for the purpose of hedging their underwriting exposure or
otherwise. Accordingly, references in the Prospectus to the Nil
Paid Rights, Fully Paid Rights or New Ordinary Shares being issued,
offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by Numis, HSBC and Barclays and any
of their affiliates acting in such capacity.
Numis, Barclays and HSBC and any of their affiliates may enter
into financing arrangements with investors in connection with which
Numis, Barclays and HSBC and any of their affiliates may from time
to time acquire, hold or dispose of Ordinary Shares. Numis,
Barclays, and HSBC do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
Forward-looking statements
Nothing in this announcement is, or should be relied on as, a
promise or representation as to the future. Certain information
contained in this announcement constitutes "forward -- looking
statements", which can be identified by the use of terms such as
"may", "will", "should", "expect", "anticipate", "project",
"estimate", "intend", "continue," "target" or "believe" (or the
negatives thereof) or other variations thereon or comparable
terminology. Due to various risks and uncertainties, actual events
or results or actual performance of the Company may differ
materially from any opinions, forecasts or estimates reflected or
contemplated in this document. There can be no assurance that
future results or events will be consistent with any such opinions,
forecasts or estimates. Investors should not rely on such forward
-- looking statements in making their investment decisions. No
representation or warranty is made as to the achievement or
reasonableness of and no reliance should be placed on such forward
-- looking statements. The past performance of the Company is not a
reliable indication of the future performance of the Company. No
statement in this announcement is intended to be nor may it be
construed as a profit forecast. Any investment in the Company is
speculative, involves a high degree of risk, and could result in
the loss of all or substantially all of their investment. Results
can be positively or negatively affected by market conditions
beyond the control of the Company or any other person.
Neither the Company, Numis, HSBC, Barclays or their affiliates
or their respective representatives are under any obligation to
keep current the information contained in 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.
END
PDIZDLFBBELFBBX
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