HYVE.L Regulatory News (HYVE)

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR").

 For immediate release

Hyve Group plc

Results of placing

19 December 2019

Hyve Group plc ("Hyve" or the "Company"), the next-generation global events business, is pleased to announce the successful completion of the placing (the "Placing") and direct subscription (the "Subscription") announced yesterday.

A total of 59,584,541 new ordinary shares in the Company (the "Placing Shares") have been placed by Numis Securities Limited ("Numis") at a price of 88 pence per Placing Share, with existing and new institutional investors. In addition, 14,577,259 new ordinary shares have been subscribed for through the Subscription by the founders, Anil D. Aggarwal and Simran Rekhi Aggarwal, and certain other management shareholders of Shoptalk and Groceryshop.

Together, the Placing and Subscription of 74,161,800 new ordinary shares has raised gross proceeds of approximately £63.9 million. The placing price of 88 pence per Placing Share represents a discount of 2.8% to the closing price on 18 December 2019 (being the latest closing price prior to this announcement). The Placing Shares and Subscription Shares represent approximately 9.99% of the issued ordinary share capital of the Company prior to the Placing.

Application has been made to the Financial Conduct Authority for admission of the Placing Shares and Subscription Shares to the premium listing segment of the Official List of the Financial Conduct Authority and to London Stock Exchange plc for admission to trading on its main market for listed securities (together, "Admission") and Admission is expected to take place at or around 8.00 a.m. on 23 December 2019 (or such later date as may be agreed between the Company and Numis) and that dealings will commence at the same time.

The Placing Shares and Subscription Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares of Hyve. This includes the right to receive all dividends and other distributions declared or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares and Subscription Shares. The Placing Shares and Subscription Shares will be entitled to the final dividend for the financial year ended 30 September 2019.

In accordance with the FCA's Disclosure Guidance and Transparency Rules, following this issue, the Company's issued share capital consists of 815,780,256 ordinary shares of 1 pence each. The Company holds no ordinary shares in treasury. Therefore, following this issue, the total number of issued shares with voting rights in the Company is currently 815,780,256.

The figure of 815,780,256 ordinary shares should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Smaller related party transactions

RWC Asset Management LLP ("RWC") has been a substantial shareholder in the Company within the 12 months prior to the announcement for the purposes of chapter 11 of the Listing Rules. They are therefore considered to be a related party for the purposes of chapter 11 of the Listing Rules. RWC has subscribed for 11,346,857 Placing Shares in the Placing, equating to £10.0m. Under Listing Rule 11.1.10 R, the participation in the Placing by RWC constitutes a "smaller" related party transaction and as such does not require the approval of independent ordinary shareholders of the Company. The transaction falls within Listing Rule 11.1.10R (smaller related party transactions) and this announcement is made in accordance with Listing Rule 11.1.10R(2)(c).

For further information please contact:

Numis which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting solely for the Company and for no one else in connection with matters set out in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to matters set out in this announcement.

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred directly or indirectly in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of the Placing Shares or the Subscription Shares in the United States.

This announcement is not, and under no circumstances is it to be construed as, a prospectus, an offering memorandum, an advertisement. or an offer to sell or a solicitation of an offer to buy any of the securities referred to herein in Canada. The Placing Shares and/or the Subscription Shares will not be qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the Placing Shares or the Subscription Shares in a province or territory of Canada may be made only on a basis that is exempt from the prospectus requirement of such securities laws.