Harvey Nash Group Regulatory News (HVN)

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

9 October 2018

Correction: Recommended Mandatory Final Cash Offer

This announcement replaces the announcement of the Mandatory Cash Offer that was issued at 16:02 on 9 October 2018. Changes have been made to the first paragraph in italics under paragraph 2. All other information is unchanged.

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")

Recommended Mandatory Final Cash Offer

1. Introduction

On 8 October 2018, Bidco and Harvey Nash published the Offer Document which contained details of the recommended final cash offer ("Code Offer") for the entire issued and to be issued share capital of Harvey Nash, other than those Harvey Nash Shares owned by Bidco or, otherwise, directly or indirectly owned by the DBAY Funds.

Bidco is pleased to announce that DBAY Funds have today acquired a further 1,082,115 Harvey Nash Shares at a price of 130 pence per share.

Accordingly Bidco and the DBAY Funds are interested in 22,803,495 Harvey Nash Shares representing approximately 31.05 per cent of the issued share capital of Harvey Nash. Having acquired an interest in Harvey Nash Shares carrying 30 per cent. or more of the voting rights of Harvey Nash, Bidco is required to revise the terms and conditions of the Code Offer in accordance with Rule 9 of the Code.

2. Mandatory Code Offer

Bidco therefore announces that the Code Offer is now a recommended mandatory final cash offer ("Mandatory Code Offer") for the entire issued and to be issued share capital of Harvey Nash, other than those Harvey Nash Shares owned by Bidco or, otherwise, directly or indirectly owned by the DBAY Funds, at a price of 130 pence per Harvey Nash Share. The Mandatory Code Offer is final and therefore cannot be increased.

In accordance with Rule 9 of the Code, all of the conditions set out in Part A of Appendix 1 to the Offer Document shall immediately cease to apply and shall be replaced by the following Condition:

Valid acceptances of the Mandatory Code Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on 29 October 2018, (or such later time(s) and/or date(s), if any, as Bidco may, subject to the Code or with the consent of the Panel, decide) in respect of Harvey Nash Shares which, taken together with all other Harvey Nash Shares owned by or acquired or agreed to be acquired directly or indirectly by Bidco and any person acting in concert with it (whether pursuant to the Mandatory Code Offer or otherwise), carry in aggregate more than 50 per cent. of the voting rights then exercisable at a general meeting of Harvey Nash including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to Harvey Nash Shares that are unconditionally allotted or issued before the Mandatory Code Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

For the purpose of this Condition:

(i) Harvey Nash Shares which have been unconditionally allotted but not issued before the Mandatory Code Offer becomes, or is declared, unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry upon issue;

(ii) Harvey Nash Shares (if any) that cease to be held in treasury before the Mandatory Code Offer becomes or is declared unconditional as to acceptances are Harvey Nash Shares to which the Mandatory Code Offer relates; and

(iii) valid acceptances shall be deemed to have been received in respect of Harvey Nash Shares which are treated for the purposes of Part 28 of the Companies Act as having been acquired or contracted to be acquired by Bidco by virtue of acceptances of the Mandatory Code Offer.

Save as set out in this announcement, the Mandatory Code Offer will be subject to the same terms as the Code Offer set out in the Offer Document. Harvey Nash Shareholders who have previously validly accepted the Code Offer (and have not withdrawn those acceptances) will automatically be deemed to have accepted the Mandatory Code Offer by virtue of their prior acceptances and therefore need take no further action.

3. First Closing Date of the Mandatory Code Offer

The First Closing Date of the Mandatory Code Offer is 29 October 2018.

Harvey Nash Shareholders who have not yet accepted the Mandatory Code Offer and who wish to accept the Mandatory Code Offer are urged to do so as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 29 October 2018.

4. Details of the dealings in Harvey Nash Shares by the DBAY Funds

On the date of this announcement, the following DBAY Funds acquired the following Harvey Nash Shares:

DouglasBay Capital II Fund L.P. : 1,082,115 Harvey Nash Shares at a price of 130 pence per share

Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Offer Document.

Important notices

Deloitte LLP is acting for Bidco and no-one else in connection with the Mandatory Cash 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 Cash 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 Cash Offer or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Mandatory Cash Offer in any jurisdiction in contravention of any applicable laws.

The Mandatory Cash 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 Cash Offer, including details of how accept the Offer. Any decision, acceptance or other response in respect of the Mandatory Cash 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 Cash 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 Cash 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 Cash 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 Cash 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 Cash 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 Cash 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 Cash 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 Cash 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).

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the Announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3:30 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 pm (London time) on the 10th Business Day following the Announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3:30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will normally be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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 Cash Offer should be sent to them in hard copy form.