31 Mar 2023 07:00
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 OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
31 March 2023
Statement regarding offer for Hyve Group Plc
On 15 March 2023, the boards of Hyve Group plc ("Hyve") and Heron UK Bidco Limited ("Bidco"), a newly incorporated entity formed by funds advised by Providence Equity Partners L.L.C. (the "Providence Funds" and "Providence", respectively) for the purposes of making an offer for Hyve, announced, pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the "Code"), that they had agreed the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of Hyve at a price of 108 pence per Hyve share (the "Acquisition"). It is intended that the Acquisition will be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006.
Bidco, on behalf of the Providence Funds, confirms that the Providence Funds have today, 31 March 2023, entered into an agreement (the "Subscription Agreement") with funds managed or advised by Searchlight Capital Partners UK LLP (or its affiliates) (the "Searchlight Funds"), pursuant to which the Searchlight Funds have agreed to partner with the Providence Funds by acquiring a 40% indirect equity interest in Bidco following receipt of regulatory approval and completion of the Acquisition. It has been agreed with the Takeover Panel that the Providence Funds and the Searchlight Funds should, accordingly, jointly be treated as offerors for the purposes of the Code.
There is no change to the terms or conditions of the Acquisition, which will be set out in full in the scheme document expected to be published by Hyve on or before 12 April 2023.
As at the close of business on 30 March 2023 (being the latest practicable date prior to the date of this Announcement) neither Bidco, its directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Code) with it (i) has any interest in or right to subscribe for any relevant securities of Hyve, or (ii) has any short positions in respect of relevant securities of Hyve (whether conditional or absolute and whether in the money or otherwise), 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, or (iii) has borrowed or lent any relevant securities of Hyve (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code) save for any borrowed shares which have been either on-lent or resold, or (iv) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Code.
It has not been practicable for the Searchlight Funds to make enquiries of all of their concert parties in advance of the release of this Announcement. Therefore, if Bidco becomes aware, following the making of such enquiries, that any of the Searchlight Funds' concert parties have any such interests in relevant securities of Hyve, all relevant details in respect of the Searchlight Funds' concert parties will be announced in an Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code.
A copy of the Subscription Agreement, together with the confidentiality agreement entered into between Searchlight Capital Partners UK, LLP and Hyve, will be available free of charge, subject to certain restrictions relating to persons resident in certain jurisdictions, on Providence's website at www.provequity.com/hyvegroupplc by no later than 12.00 p.m. on the business day following the date of this Announcement.
Enquiries:
Providence Equity Partners L.L.C. +44 (0)20 7514 8800
Andrew Tisdale
Robert Sudo
Searchlight Capital Partners UK, LLP +44 (0)20 7290 7910
James Redmayne
Nicolo Zanotto
Perella Weinberg UK Limited +44 (0)20 7268 2800(Financial adviser to Providence Equity Partners L.L.C. and Bidco)
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
Moelis & Company UK LLP +44 (0)20 7634 3500(Financial adviser to Searchlight Capital Partners UK, LLP)
Geoffrey Austin
Robert Sorrell
Chris Raff
IMPORTANT NOTICES
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.
FURTHER INFORMATION
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Acquisition will be made solely by means of the scheme document or any document by which the Acquisition is made, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. 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 other jurisdictions.
Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement. Hyve shareholders may request a hard copy of this Announcement by contacting Equiniti on +44 371 384 2030. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. to 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. Hyve shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form. If a Hyve shareholder has received this Announcement in electronic form, hard copies of this Announcement and any document or information incorporated by reference into this Announcement will not be provided unless such a request is made.