Scheme effective announcement

Hyve Group PLC

22 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

22 May 2023

RECOMMENDED 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

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

Hyve Group plc ("Hyve") and Heron UK Bidco Limited ("Bidco") are pleased to announce that, following the delivery of the Scheme Court Order to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms and the entire issued share capital of Hyve is now owned by Bidco.

Hyve Shareholders on the register at the Scheme Record Time, being 6:00 p.m. on 19 May 2023, will receive 121 pence in cash for each Scheme Share.

Suspension of listing and dealings in Hyve Shares

The listing of Hyve Shares on the premium listing segment of the Official List of the Financial Conduct Authority and the admission to trading of Hyve Shares on the London Stock Exchange's Main Market for listed securities was suspended with effect from 7:30 a.m. on 22 May 2023.

Cancellation of listing and dealings in Hyve Shares

An application has been made to the Financial Conduct Authority and the London Stock Exchange in relation to the cancellation of Hyve's listing on the premium listing segment of the Official list and the trading of Hyve Shares on the London Stock Exchange's Main Market, which is expected to take place by 8:00 a.m. on 23 May 2023.

Settlement

The latest date for the dispatch of cheques to Hyve Shareholders and settlement through CREST for cash consideration due under the Scheme is 5 June 2023.

As a result of the Scheme having become Effective, share certificates in respect of Hyve Shares have ceased to be valid documents of title and entitlements to Hyve Shares held in uncertificated form in CREST have been cancelled.

Director resignations

As set out in the Scheme Document, each of Hyve's non-executive directors have resigned as directors of Hyve with effect from the Effective Date.

General

All references to times in this announcement are to London time.

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	[phone]
Mark Shashoua, CEO
John Gulliver, CFO
Marina Calero, Group Head of Investor Relations
Goldman Sachs International	[phone]
(Lead financial adviser to Hyve)
Nick Harper
Khamran Ali
Numis	[phone]
(Financial adviser and corporate broker to Hyve)
Nick Westlake
Stuart Ord
Hugo Rubinstein
Camarco	[phone]
(Financial PR adviser to Hyve)
Ginny Pulbrook
Rosie Driscoll
Lily Pettifar
Providence Equity Partners L.L.C.	[phone]
Andrew Tisdale
Robert Sudo
Perella Weinberg UK Limited
(Financial adviser to Providence Equity Partners L.L.C. and Bidco)	[phone]
Rich Newman
Matthew Smith
Deutsche Bank AG, London Branch	[phone]
(Financial adviser to Providence Equity Partners L.L.C. and Bidco)
Daniel Ross
Oliver Ives
Simon Hollingsworth
FGS Global	[phone]
(Financial PR adviser to Providence Equity Partners L.L.C. and Bidco)
Rory King
Searchlight Capital Partners UK, LLP	[phone]
James Redmayne
Nicolo Zanotto
Moelis & Company UK LLP	[phone]
(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.

 

END