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Harvey Nash Group (HVN)

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Friday 28 September, 2018

Harvey Nash Group

Postponement of Court Meeting and General Meeting

RNS Number : 4107C
Harvey Nash Group PLC
28 September 2018
 

Harvey Nash Group plc

("Harvey Nash" or the "Company")

 

Postponement of Court Meeting and General Meeting

The Independent Harvey Nash Directors (being all Harvey Nash Directors other than Adrian Gunn) note the announcement published today by DBAY Advisors Limited ("DBAY") stating that The Power of Talent Ltd ("Bidco") has elected to effect the acquisition of the entire issued and to be issued share capital of Harvey Nash Group plc, other than those shares already owned by Bidco or otherwise directly or indirectly owned by funds managed by DBAY, by way of a takeover offer (the "Offer") rather than by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

In light of this announcement by DBAY, the Independent Harvey Nash Directors have today resolved to postpone the Court Meeting and General Meeting relating to the Scheme, which were due to take place on 2 October 2018 at 11.00 a.m. and 11.10 a.m. respectively, until further notice.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Document sent to Harvey Nash Shareholders on 4 September 2018.

A copy of this announcement will be posted to Harvey Nash Shareholders today.

 

Enquiries:

Harvey Nash Group plc                                                                                                                                     +44 (0) 20 7333 0033

Albert Ellis, Chief Executive Officer

Mark Garratt, Chief Financial Officer

Rothschild & Co (Financial Adviser to Harvey Nash)                                                                                   +44 (0) 20 7280 5000

Niall McBride

Neil Thwaites

Alexander Mitteregger

Panmure Gordon (Joint Financial Adviser and Corporate Broker to Harvey Nash)                              +44 (0) 20 7886 2500

Ben Thorne

Erik Anderson

Andrew Potts

Hudson Sandler LLP (Financial PR Adviser to Harvey Nash)                                                                      +44 (0) 20 7796 4133

Michael Sandler

Hattie O'Reilly

 

 

Important notices

Rothschild & Co, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively as financial adviser to Harvey Nash and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Harvey Nash for providing the protections afforded to clients of Rothschild & Co or for providing advice in connection with the subject matter of this Announcement.

Panmure Gordon, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively as joint financial adviser and corporate broker to Harvey Nash and no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Harvey Nash for providing the protections afforded to clients of Panmure Gordon or for providing advice in connection with the subject matter referred of this Announcement.

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 Acquisition or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Acquisition in any jurisdiction in contravention of any applicable laws. This Announcement does not constitute a prospectus or prospectus-equivalent document.

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 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 pm (London time) on the 10th 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

A copy of this Announcement 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.

 


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 [email protected] or visit www.rns.com.
 
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