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HYVE GROUP PLC
(Company Number 01927339)
(Registered in England and Wales Company No. 01927339)
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RIGHTS ISSUE OF UP TO 183,550,558 NEW ORDINARY SHARES OF 10 PENCE EACH AT 69 PENCE PER SHARE ON THE BASIS OF 9 NEW ORDINARY SHARES FOR EVERY 40 EXISTING ORDINARY SHARES.
This notice is given under section 562(3) of the Companies Act 2006 to each registered holder of ordinary shares of one pence (£0.01) each ('Existing Ordinary Shares') in Hyve Group PLC ('Company') on the register at the 6.00 p.m. on Friday 22 May 2020 ('Record Date') who has no registered address in an EEA State or the United Kingdom and who has not supplied an address in an EEA State or the United Kingdom to the Company for the service of notices on them (each a 'Relevant Shareholder').
This notice is given in connection with the offer by way of rights ('Rights Issue') of up to 183,550,558 new ordinary shares of nominal value 10 pence (£0.10) each ('New Ordinary Shares') at a price of 69 pence per New Ordinary Share payable in cash on the basis of 9 New Ordinary Shares for every 40 Existing Ordinary Shares held at the close of business on the Record Date (and so in proportion for any other number of Existing Ordinary Shares then held). The Rights Issue is conditional upon the matters set out in the Prospectus (as defined below).
In connection with the Rights Issue, the Company is proposing to undertake a consolidation of its Existing Ordinary Shares (“Share Consolidation”). The Share Consolidation will comprise a consolidation of the Ordinary Shares in issue at 6.00 p.m. on Wednesday 27 May 2020 (the “Consolidation Record Date”) under which shareholders will receive consolidated ordinary shares of nominal value 10 pence each in the capital of the Company (“Consolidated Ordinary Shares”) on the ratio of one Consolidated Ordinary Share in substitution for every ten Existing Ordinary Shares. The Share Consolidation is proposed in order to achieve a higher market price for the Company’s ordinary shares and, accordingly, a more appropriate issue price in the Rights Issue. The New Ordinary Shares, when fully paid, will rank pari passu in all respects with all Consolidated Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared after the date of their allotment.
The following documents, being copies of the documents issued or to be issued to the holders of Existing Ordinary Shares (other than certain Relevant Shareholders) in connection with, and constituting, the Rights Issue, may be inspected or (subject as provided below) obtained on personal application by or on behalf of Relevant Shareholders at the offices of the Company’s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (“Equiniti”) during usual business hours on any weekday (Saturdays, Sundays and English and Welsh public holidays excepted) from the date hereof to 11 a.m. on 11 June 2020:
(a) a document, dated 7 May 2020, comprising (i) a circular prepared in accordance with the Listing Rules of the Financial Conduct Authority (the “FCA”) made under section 73A of the Financial Services and Markets Act 2000 (“FSMA”); and (ii) a prospectus prepared in accordance with the Prospectus Rules of the FCA made under section 73A of FSMA and published in connection (among other things) with the Rights Issue and addressed to holders of the Ordinary Shares ('Prospectus'); and
(b) a provisional allotment letter ('Provisional Allotment Letter'),whether or not a Relevant Shareholder holds Ordinary Shares in certificated form, in respect of the New Ordinary Shares provisionally allotted to such Relevant Shareholder under the Rights Issue, provided that a Provisional Allotment Letter may only be obtained on production of evidence of entitlement. In addition, if for any reason a Relevant Shareholder has received an original Provisional Allotment Letter despatched on 27 May 2020, a Provisional Allotment Letter may only be obtained if the original so despatched is first surrendered to Equiniti Limited at the address referred to above. If the original is not so surrendered such Relevant Shareholder may only inspect a pro forma copy thereof.
Relevant Shareholders' attention is drawn to paragraphs 7 and 9 of Part IV (Terms and Conditions of the Rights Issue) of the Prospectus relating to overseas shareholders and their ability to accept new Ordinary Shares pursuant to the Rights Issue.
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BY ORDER OF THE BOARD
JaredCranney, Company Secretary
Registered Office:
2 Kingdom Street London W2 6JG
Dated 28 May 2020
This notice is an advertisement and not a prospectus and does not constitute a prospectus or prospectus equivalent document. This notice is not for distribution, directly or indirectly, in or into any jurisdiction in which it would be unlawful to do so. Nothing in this notice should be interpreted as a term or condition of the Rights Issue. This notice does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. Nothing in this notice constitutes legal, financial, tax or other advice and does not take into account the particular investment objectives, financial situation, taxation position or needs of any person.
The securities mentioned herein (the “Securities”) have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) or under the applicable securities laws of any state or other jurisdiction of the United States. The Securities may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, except (1) within the United States, to a person that the holder and any person acting on its behalf reasonably believes is a Qualified Institutional Buyer (“QIB”) as defined in, or in reliance on, Rule 144A under the Securities Act (“Rule 144A”), or in reliance on another exemption from, or transaction not subject to, the registration requirements of the Securities Act, or (2) outside the United States, in an offshore transaction in reliance on Regulation S under the Securities Act, in each case in accordance with any applicable securities laws or any state or other jurisdiction of the United States. There will be no public offering in the United States and the Securities have not been approved, disapproved or recommended by the US Securities and Exchange Commission, any state securities commission in the United States, or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering or the Securities or confirmed the accuracy, adequacy or completeness of any of the documents or other information contained therein. Any representation to the contrary is a criminal offence in the United States.
This document does not constitute an offer of New Ordinary Shares, nil paid rights, fully paid rights or a Provisional Allotment Letter to any Shareholder with a registered address in, or who is resident in, Canada, and under no circumstances shall be construed as a public advertisement or public offering in any province or territory in Canada. In Canada, no prospectus has been or will be filed with any securities commission or similar authority in respect of the New Ordinary Shares, nil paid rights, fully paid rights, the Provisional Allotment Letters or any other related securities under the Rights Issue. No such securities commission or similar authority in Canada has reviewed or in any way passed judgment upon the merits of the Rights Issue and any representation to the contrary is an offence.
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Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any nil paid rights, fully paid rights and/or New Ordinary Shares must be made only on the basis of the information contained in, and incorporated by reference into, the Prospectus. Copies of the Prospectus are available at Hyve Group plc’s website at www.Hyve.group, provided that the Prospectus is not available, whether through the website or otherwise, subject to certain exceptions, to Relevant Shareholders in the United States, Australia, Canada, Hong Kong, Japan, South Africa and any other jurisdiction where the extension or availability of the Rights Issue would breach any applicable law or regulation.