TIDMHYVE
RNS Number : 0790O
Hyve Group PLC
27 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 THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A
TERM OR CONDITION OF THE RIGHTS ISSUE. 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. THE PROSPECTUS DATED 7 MAY 2020 IS AVAILABLE ON THE
COMPANY'S WEBSITE AT WWW.HYVE.GROUP.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
27 May 2020
Hyve Group plc
("Hyve" or the "Company")
Result of General Meeting
Hyve announces that at today's General Meeting all Resolutions
regarding the proposed Share Consolidation and Rights Issue, as set
out in the notice of general meeting contained in the Prospectus,
all the Resolutions were duly passed.
The proxy voting figures for the Resolutions are set out
below:
Resolution For Against Votes
Withheld
Votes % Votes %
------------ ------ ---------- -----
1. Authority to
effect the Share
Consolidation 584,092,112 98.88 6,603,070 1.12 49,577
------------ ------ ---------- ----- ----------
2. Authority to
allot New Ordinary
Shares 583,039,884 98.87 6,655,298 1.13 49,577
------------ ------ ---------- ----- ----------
Note:
1. Percentages are expressed as a proportion of the total votes
cast.
2. A vote withheld is not a vote in law and is not included in
the calculation of the votes "For" or "Against" the
Resolutions.
3. Any proxy appointments which gave discretion to the Chairman
have been included in the "For" total.
The Record Date for entitlements under the Rights Issue was 6
p.m. on 22 May 2020.
The passing of the Resolutions will enable the Company to
proceed with the Share Consolidation and with the Rights Issue to
raise, in aggregate, gross proceeds of approximately GBP126.6
million.
The Rights Issue remains conditional upon, amongst other things,
Admission becoming effective by not later than 8.00 a.m. on 28 May
2020 (or such later time and/or date as the Joint Bookrunners and
the Company may agree being no later than 11 June 2020).
Provisional Allotment Letters in connection with the Rights
Issue are expected to be posted today to Qualifying Non-CREST
Shareholders, and Qualifying CREST Shareholders will receive a
credit to their appropriate stock accounts in CREST in respect of
the Nil Paid Rights to which they are entitled as soon as
practicable after 8.00 a.m. on 28 May 2020.
A copy of the Resolutions passed at the General Meeting will be
submitted to the National Storage Mechanism in accordance with
Listing Rule 9.6.2 of the FCA Listing Rules, where they will be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
The proxy voting information will also shortly be available on
the Company's website at www.hyve.group
F or 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 Consulting +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 in or into 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 to be published by the Company in connection with
the Rights Issue.
The Prospectus dated 7 May 2020 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 or
into 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. There will be no public offer of the Securities
In 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.
This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of these securities (subject to certain exceptions), in
Canada. In Canada, no prospectus has been filed with any securities
commission or similar regulatory authority in respect of the
Securities. No such securities commission or similar regulatory
authority in Canada has reviewed or in any way passed upon the
merits of any proposed offering of the Securities and any
representation to the contrary is an offence.
In Canada. the Securities may be sold only to purchasers
purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106
Prospectus Exemptions or, in Ontario, subsection 73.3(1) of the
Securities Act (Ontario), and are permitted clients, as defined in
National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations. Any resale of the Securities
must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of
applicable securities laws.
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 anyone (whether or not a recipient of this
announcement) other than the Company 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
their respective 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 the Joint Bookrunners 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, the Joint
Bookrunners 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.
The Joint Bookrunners and any of their affiliates may enter into
financing arrangements with investors in connection with which the
Joint Bookrunners and any of their affiliates may from time to time
acquire, hold or dispose of Ordinary Shares. The Joint Bookrunners
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.
Further to any contractual obligations that may be in place
between the Joint Bookrunners, the Joint Bookrunners and their
respective affiliates may, in compliance with applicable law or
regulation, for a limited period coordinate further sales of New
Ordinary Shares following the transaction. Except as required by
applicable law or regulation, the Joint Bookrunners and their
respective affiliates do not propose to make any public disclosure
in relation to such transactions.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Nil Paid Rights, the Fully Paid Rights and the New Ordinary
Shares have been subject to a product approval process, which has
determined that they each are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Nil Paid Rights,
the Fully Paid Rights and/or the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the Nil Paid Rights, the Fully
Paid Rights and/or the New Ordinary Shares is compatible only with
investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the offer. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target
Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Nil Paid Rights, the Fully Paid Rights and/or the New
Ordinary Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Nil Paid Rights,
the Fully Paid Rights and/or the New Ordinary Shares and
determining appropriate distribution channels.
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 announcement. 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
ROMEANSXAANEEEA
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