3 May 2023 13:49
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
3 May 2023
RECOMMENDED CASH ACQUISITIONofHYVE GROUP PLCby
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
RESULTS OF COURT MEETING AND GENERAL MEETING
Hyve Group plc ("Hyve") is pleased to announce that, at the Court Meeting and General Meeting held earlier today in connection with the recommended cash offer for the entire issued and to be issued ordinary share capital of Hyve by Bidco (the "Acquisition"), all of the resolutions proposed were duly passed.
Full details of the resolutions passed are set out in the notices of the Court Meeting and the General Meeting contained in the scheme document dated 5 April 2023 (the "Scheme Document"), which, except in relation to access from certain Restricted Jurisdictions, is available on Hyve's website at https://hyve.group/Investors and on Bidco's website at https://www.provequity.com/hyvegroupplc.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.
VOTING RESULTS OF THE COURT MEETING
The Scheme was approved by the requisite majority on a poll vote at the Court Meeting held at 10.00 a.m. on 3 May 2023. A majority in number of the Scheme Shareholders who voted (and who were entitled to vote), either in person or by proxy, representing over 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders present and voting, voted to approve the Scheme.
The results of the Court Meeting held on 3 May 2023 were as follows:
Results of Court Meeting | Scheme Shares voted | Scheme Shareholders who voted
| Number of Scheme Shares voted as a percentage of the Scheme Shares eligible to be voted at the Court Meeting (%) # | ||
Number | % | Number | % | ||
FOR | 172,138,953 | 87.15% | 104 | 75.54% | 59.02% |
AGAINST | 25,373,375 | 12.85% | 34 | 24.46% | 8.70% |
TOTAL | 197,512,328 | 100% | 139 | 100% | 67.72% |
# The total number of Scheme Shares in issue at the Voting Record Time was 291,640,907
VOTING RESULTS OF THE GENERAL MEETING
The special resolution to provide for the implementation of the Scheme was passed by the requisite majority on a poll vote at the General Meeting held at 10.15 a.m. on 3 May 2023.
Results of General Meeting | VOTES FOR | VOTES AGAINST | TOTAL VOTES CAST* | % OF ISSUED SHARE CAPITAL VOTED | WITHELD VOTES | ||
Number | % | Number | % | Number | % | Number | |
Special Resolution | 172,412,640 | 87.20 | 25,299,738 | 12.80 | 197,712,378 | 67.79% | 1,017,837 |
* Excludes votes withheld.
SCHEME COURT HEARING
Completion of the Acquisition remains subject to the satisfaction or waiver of the other Conditions set out in the Scheme Document, including the sanction of the Scheme by the Court and the delivery of a copy of the Scheme Court Order to the Registrar of Companies.
The Scheme Court Hearing is scheduled to take place on 18 May 2023.
GENERAL
A copy of the resolution passed at the General Meeting is being submitted to the Financial Conduct Authority and will shortly be available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
All references to times in this announcement are to London time, unless otherwise stated. All percentages are rounded to two decimal places.
Enquiries
Hyve Group plc | +44 (0)20 3545 9400 |
Mark Shashoua, CEO | |
John Gulliver, CFO | |
Marina Calero, Group Head of Investor Relations | |
Goldman Sachs International | +44 (0)20 7774 1000 |
(Lead financial adviser to Hyve) | |
Nick Harper | |
Khamran Ali | |
Numis | +44 (0)20 7260 1000 |
(Financial adviser and corporate broker to Hyve) | |
Nick Westlake | |
Stuart Ord | |
Hugo Rubinstein | |
Camarco | +44 (0)20 3757 4992 |
(Financial PR adviser to Hyve) | |
Ginny Pulbrook | |
Rosie Driscoll | |
Lily Pettifar | |
Providence Equity Partners L.L.C. | +44 (0)20 7514 8800 |
Andrew Tisdale | |
Robert Sudo | |
Perella Weinberg UK Limited | |
(Financial adviser to Providence Equity Partners L.L.C. and Bidco) | +44 (0)20 7268 2800 |
Rich Newman | |
Matthew Smith | |
Deutsche Bank AG, London Branch | +44 (0)20 7545 8000 |
(Financial adviser to Providence Equity Partners L.L.C. and Bidco) | |
Daniel Ross | |
Oliver Ives | |
Simon Hollingsworth | |
FGS Global | +44 (0)20 7251 3801 |
(Financial PR adviser to Providence Equity Partners L.L.C. and Bidco) | |
Rory King | |
Searchlight Capital Partners UK, LLP | +44 (0)20 7290 7910 |
James Redmayne | |
Nicolo Zanotto | |
Moelis & Company UK LLP | +44 (0)20 7634 3500 |
(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.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.