TIDMHVN
RNS Number : 4847D
DBAY Advisors Limited
09 October 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
9 October 2018
Correction: Recommended Mandatory Final Cash Offer
This announcement replaces the announcement of the Mandatory
Cash Offer that was issued at 16:02 on 9 October 2018. Changes have
been made to the first paragraph in italics under paragraph 2. All
other information is unchanged.
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")
Recommended Mandatory Final Cash Offer
1. Introduction
On 8 October 2018, Bidco and Harvey Nash published the Offer
Document which contained details of the recommended final cash
offer ("Code Offer") for the entire issued and to be issued share
capital of Harvey Nash, other than those Harvey Nash Shares owned
by Bidco or, otherwise, directly or indirectly owned by the DBAY
Funds.
Bidco is pleased to announce that DBAY Funds have today acquired
a further 1,082,115 Harvey Nash Shares at a price of 130 pence per
share.
Accordingly Bidco and the DBAY Funds are interested in
22,803,495 Harvey Nash Shares representing approximately 31.05 per
cent of the issued share capital of Harvey Nash. Having acquired an
interest in Harvey Nash Shares carrying 30 per cent. or more of the
voting rights of Harvey Nash, Bidco is required to revise the terms
and conditions of the Code Offer in accordance with Rule 9 of the
Code.
2. Mandatory Code Offer
Bidco therefore announces that the Code Offer is now a
recommended mandatory final cash offer ("Mandatory Code Offer") for
the entire issued and to be issued share capital of Harvey Nash,
other than those Harvey Nash Shares owned by Bidco or, otherwise,
directly or indirectly owned by the DBAY Funds, at a price of 130
pence per Harvey Nash Share. The Mandatory Code Offer is final and
therefore cannot be increased.
In accordance with Rule 9 of the Code, all of the conditions set
out in Part A of Appendix 1 to the Offer Document shall immediately
cease to apply and shall be replaced by the following
Condition:
Valid acceptances of the Mandatory Code Offer being received
(and not, where permitted, withdrawn) by no later than 1.00 p.m. on
29 October 2018, (or such later time(s) and/or date(s), if any, as
Bidco may, subject to the Code or with the consent of the Panel,
decide) in respect of Harvey Nash Shares which, taken together with
all other Harvey Nash Shares owned by or acquired or agreed to be
acquired directly or indirectly by Bidco and any person acting in
concert with it (whether pursuant to the Mandatory Code Offer or
otherwise), carry in aggregate more than 50 per cent. of the voting
rights then exercisable at a general meeting of Harvey Nash
including for this purpose (except to the extent otherwise agreed
by the Panel) any such voting rights attaching to Harvey Nash
Shares that are unconditionally allotted or issued before the
Mandatory Code Offer becomes or is declared unconditional as to
acceptances whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise.
For the purpose of this Condition:
(i) Harvey Nash Shares which have been unconditionally allotted
but not issued before the Mandatory Code Offer becomes, or is
declared, unconditional as to acceptances, whether pursuant to the
exercise of any outstanding subscription or conversion rights or
otherwise, shall be deemed to carry the voting rights they will
carry upon issue;
(ii) Harvey Nash Shares (if any) that cease to be held in
treasury before the Mandatory Code Offer becomes or is declared
unconditional as to acceptances are Harvey Nash Shares to which the
Mandatory Code Offer relates; and
(iii) valid acceptances shall be deemed to have been received in
respect of Harvey Nash Shares which are treated for the purposes of
Part 28 of the Companies Act as having been acquired or contracted
to be acquired by Bidco by virtue of acceptances of the Mandatory
Code Offer.
Save as set out in this announcement, the Mandatory Code Offer
will be subject to the same terms as the Code Offer set out in the
Offer Document. Harvey Nash Shareholders who have previously
validly accepted the Code Offer (and have not withdrawn those
acceptances) will automatically be deemed to have accepted the
Mandatory Code Offer by virtue of their prior acceptances and
therefore need take no further action.
3. First Closing Date of the Mandatory Code Offer
The First Closing Date of the Mandatory Code Offer is 29 October
2018.
Harvey Nash Shareholders who have not yet accepted the Mandatory
Code Offer and who wish to accept the Mandatory Code Offer are
urged to do so as soon as possible and, in any event, by no later
than 1.00 p.m. (London time) on 29 October 2018.
4. Details of the dealings in Harvey Nash Shares by the DBAY
Funds
On the date of this announcement, the following DBAY Funds
acquired the following Harvey Nash Shares:
DouglasBay Capital II Fund L.P. : 1,082,115 Harvey Nash Shares
at a price of 130 pence per share
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 Mandatory Cash 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
Mandatory Cash 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 Mandatory Cash Offer or otherwise nor
shall there be any sale, issuance or transfer of any securities
pursuant to the Mandatory Cash Offer in any jurisdiction in
contravention of any applicable laws.
The Mandatory Cash Offer is being implemented by way of an offer
pursuant to the terms of the Offer Document as revised by this
Announcement, which contains the full terms and conditions of the
Mandatory Cash Offer, including details of how accept the Offer.
Any decision, acceptance or other response in respect of the
Mandatory Cash Offer should be made only on the basis of
information contained in the Offer Document and this
Announcement.
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 Mandatory Cash 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 Mandatory Cash 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 Mandatory Cash 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 Mandatory Cash 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 Mandatory Cash 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 Mandatory Cash 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 Mandatory Cash 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 Mandatory Cash 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).
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the Announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code applies must be made by no
later than 3:30 pm (London time) on the 10(th) Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3:30 pm (London time) on the 10(th) Business Day
following the Announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3:30 pm (London time) on the Business Day following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will normally be deemed to be a
single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
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 Mandatory Cash 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
OUPFKCDDOBDDOKK
(END) Dow Jones Newswires
October 09, 2018 13:18 ET (17:18 GMT)
Grafico Azioni Harvey Nash Grp (LSE:HVN)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Harvey Nash Grp (LSE:HVN)
Storico
Da Giu 2023 a Giu 2024