TIDMHVN
RNS Number : 1077H
DBAY Advisors Limited
12 November 2018
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
12 November 2018
RECOMMED 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")
Compulsory Acquisition of Harvey Nash Shares
1. Introduction
On 26 October 2018, Bidco announced that its Code Offer for
Harvey Nash had become unconditional as to acceptances and wholly
unconditional.
Bidco is pleased to announce that as at 5.00 p.m. (London time)
on 9 November 2018, it had received valid acceptances of the Code
Offer in respect of a total of 41,548,835 Harvey Nash Shares
(representing approximately 54.77 per cent. of Harvey Nash's issued
ordinary share capital) which:
-- together with the 30,426,910 Harvey Nash Shares held by Bidco
represents in aggregate 71,975,745 Harvey Nash Shares, representing
approximately 94.87 per cent. of Harvey Nash's issued ordinary
share capital; and
-- together with the 8,705,530 Harvey Nash Shares acquired by
Bidco following the publication of the Offer Document represents in
aggregate 50,254,365 Harvey Nash Shares, representing 92.81 per
cent. of Harvey Nash Shares to which the Code Offer relates.
2. Compulsory Acquisition
As Bidco has now received acceptances of the Code Offer in
respect of, and/or has otherwise acquired, not less than 90 per
cent. of the Harvey Nash Shares to which the Code Offer relates by
nominal value and voting rights attaching to such shares, Bidco
will today begin the implementation of the compulsory acquisition
procedure to acquire the remaining Harvey Nash Shares under Chapter
3 of Part 28 of the Companies Act 2006 (the "Act"), as contemplated
by the Offer Document.
Later today Bidco will despatch formal compulsory acquisition
notices under sections 979 and 980 of the Act (the "Compulsory
Acquisition Notices") to Harvey Nash Shareholders who have not yet
accepted the Code Offer. These notices will set out Bidco's
intention to apply the provisions of section 979 of the Act to
acquire compulsorily any remaining Harvey Nash Shares in respect of
which the Code Offer has not been accepted on the same terms as the
Code Offer.
On the expiry of six weeks from the date of the Compulsory
Acquisition Notices the Harvey Nash Shares held by those Harvey
Nash Shareholders who have not accepted the Code Offer will be
acquired compulsorily by Bidco on the same terms as the Code Offer.
The consideration to which those Harvey Nash Shareholders will be
entitled will be held by Harvey Nash as trustee on behalf of those
Harvey Nash Shareholders who have not accepted the Code Offer.
3. Continuation of the Code Offer and settlement of
consideration
The Code Offer will remain open for acceptance until further
notice. At least 14 days' notice will be given by an announcement
before the Code Offer is closed.
Settlement of consideration in respect of valid acceptances
received will be made within 14 days after receipt of each such
acceptance.
4. Action to be taken
Harvey Nash Shareholders who have not yet accepted the Code
Offer are urged to do so as soon as possible in accordance with the
following procedures:
-- if you hold your Harvey Nash Shares, or any of them, in
certificated form (that is, not in CREST), you should complete and
return a Form of Acceptance as soon as possible; and
-- if you hold your Harvey Nash Shares, or any of them, in
uncertificated form (that is, in CREST), you should ensure that an
Electronic Acceptance is made by you or on your behalf and that
settlement occurs as soon as possible.
Full details on how to accept the Code Offer are set out in the
Offer Document and (if applicable) the Form of Acceptance. The
Offer Document is available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Harvey
Nash's website (www.harveynash.com).
If Harvey Nash Shareholders have any questions relating to the
procedure for acceptance of the Code Offer, please contact the
Receiving Agent, Equiniti on 0371 384 2809 (when telephoning from
inside the UK) or on +44 121 415 0089 (when telephoning 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 a.m - 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. If you
are a CREST sponsored member, you should contact your CREST sponsor
before taking any action.
5. General
Capitalised terms used but not de ned in this announcement shall
have the meanings given to them in the Offer Document.
Enquiries:
DBAY / Bidco +44 (0) 16 2469 0900
Mike Haxby
David Morrison
Deloitte (Financial Adviser to Bidco) +44 (0) 20 7936 3000
Chris Nicholls
Craig Lukins
Important notices
Deloitte LLP is acting for Bidco and no-one else in connection
with the Code 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 Code 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 Code Offer or otherwise nor shall
there be any sale, issuance or transfer of any securities pursuant
to the Code Offer in any jurisdiction in contravention of any
applicable laws.
The Code Offer is being implemented by way of an offer pursuant
to the terms of the Offer Document as revised by subsequent
announcements, which contains the full terms and conditions of the
Code Offer, including details of how accept the Offer. Any
decision, acceptance or other response in respect of the Code Offer
should be made only on the basis of information contained in the
Offer Document and such announcements.
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 Code 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 Code 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 Code 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 Code 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 Code 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 Code 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 Code 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 Code 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).
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 Code Offer should be sent to them in
hard copy form.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
CASFKBDQABDDDDD
(END) Dow Jones Newswires
November 12, 2018 11:44 ET (16:44 GMT)
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