TIDMHVN
RNS Number : 5969F
Harvey Nash Group PLC
30 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
30 October 2018
Harvey Nash Group plc
("Harvey Nash" or the "Company")
Board changes
Harvey Nash notes the announcement released on 26 October 2018
by The Power of Talent Ltd ("Bidco") that Bidco has declared the
Code Offer wholly unconditional.
As disclosed in the Offer Document, each of the Non-Executive
Directors of Harvey Nash (other than Adrian Gunn) intended to
resign upon the Code Offer becoming or declared wholly
unconditional. The Company received the letters of resignation from
the Non-Executive Directors (other than Adrian Gunn) on 29 October
2018 which took immediate effect.
Albert Ellis, Chief Executive Officer, commented:
"On behalf of the Board and the wider Group, I would like to
thank Julie Baddeley, Ian Davies, David Bezem and Kevin Thomas for
their significant contribution to the development of the Harvey
Nash Group over much of the last decade. They have brought to the
company a wealth of experience and their advice and counsel has
been highly valued. The Board and staff wish them well."
Capitalised terms used but not defined in this announcement
shall have the meanings given to them in the Offer Document.
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 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 Bidco's Offer Document or otherwise nor
shall there be any sale, issuance or transfer of any securities
pursuant to Bidco's Offer Document in any jurisdiction in
contravention of any applicable laws. 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 Code 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 is not being 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 Bidco's 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, Bidco's 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 are
included in Bidco's 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.
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.
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
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