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Friday 26 October, 2018

DBAY Advisors Ltd

Offer Update

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

RECOMMENDED 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 defined 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 [email protected] or visit www.rns.com.
 
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