11 May 2022 16:38
11 May 2022
Hyve Group plc
("Hyve", the "Company" or the "Group")
PUBLICATION OF CIRCULAR AND DISPENSATION FROM REQUIREMENT TO HOLD GENERAL MEETING
Further to the announcement on 6 April 2022 relating to the Disposal of its Russian Business, Hyve, the next-generation global events business, has today published the Class 1 Circular relating to the Disposal.
On 8 April 2020, the FCA published its Statement of Policy aimed at assisting companies required to hold general meetings under the Listing Rules. To address the challenges faced by listed companies during the COVID-19 pandemic, the FCA has temporarily modified the Listing Rules with regards to Class 1 transactions and the requirement to hold a general meeting.
Pursuant to these modifications to the Listing Rules, the FCA has granted the Company a dispensation from the normal requirement to convene a general meeting of its Shareholders, as the Company has obtained irrevocable undertakings from Shareholders representing more than 50 per cent. of the Company's issued share capital (being the required majority for the purposes of approving the Disposal as a Class 1 transaction under Chapter 10 of the Listing Rules) confirming that they approve of the Disposal and would vote in favour of the Resolution at a general meeting. The Company has received irrevocable undertakings from Shareholders to vote in favour of the Resolution in respect of, in aggregate, 148,338,080 Ordinary Shares representing, in aggregate, approximately 50.86 per cent. of the Company's issued share capital (excluding shares held in treasury).
With immediate effect upon publication of the Circular, the Company will therefore be authorised to implement the Disposal on the terms set out in the Resolution, subject only to the satisfaction or (where applicable) waiver of the remaining Conditions to which the Disposal is subject.
Terms used but not otherwise defined in this announcement shall have the meaning given to them in the Circular.
The Circular is available for inspection on the Company's website: (http://www.hyve.group). A copy of the Circular will shortly be submitted to the FCA's National Storage Mechanism and will be available for inspection on its website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For further information, please contact:
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About Hyve Group plc
Hyve Group plc is a next-generation global events business whose purpose is to bring together and connect entire sector ecosystems from all corners of the globe. We meet our customer needs to learn, network and trade via both market-leading in-person and online events. Hyve Group plc is all about globally consistent best practice and unrivalled quality. Our vision is to create the world's leading portfolio of content-driven, must-attend events delivering an outstanding experience and ROI for our customers. Hyve's market-leading portfolio of global brands includes: Shoptalk, Spring Fair, Bett, Mining Indaba, Fintech Meetup and recently acquired Retail Meetup, a ground-breaking digital platform enabling online networking and trade to take place at scale.
Where business is personal, where meetings move markets and where today's leaders inspire tomorrow's.
IMPORTANT NOTICES
Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Hyve as sponsor and for no one else in connection with the Disposal and other matters described in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for affording advice in relation to the Disposal or any other matters described in this announcement
This announcement is not intended to, and does not constitute or form part of, and should not be construed as, any offer, invitation, solicitation or recommendation of an offer to purchase, sell, subscribe for or otherwise dispose of or acquire any securities or the solicitation of any vote or approval in any jurisdiction and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity. No shares are being offered to the public by means of this announcement. This announcement does not constitute either advice or a recommendation regarding any securities, or purport to contain all of the information that may be required to evaluate any investment in Hyve or any of its securities and should not be relied upon to form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. Past performance is not an indication of future results and past performance should not be taken as a representation that trends or activities underlying past performance will continue in the future.
Shareholders are advised to carefully read the Circular. Any response to the Disposal should be made only on the basis of the information in the Circular. If you are in any doubt as to what action you should take in relation to this announcement or the Circular, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, or from another appropriately authorised independent financial adviser.
The distribution of this announcement in jurisdictions in or from certain jurisdictions may be restricted or prohibited by the laws of any jurisdiction other than the United Kingdom. Recipients are required to inform themselves of, and comply with, all restrictions or prohibitions in such other jurisdictions. Any failure to comply with applicable requirements may constitute a violation of the laws and/or regulations of other such jurisdiction.