In light of the further targeted cost savings outlined in a separate announcement today, the Board is taking this opportunity to restructure the senior finance team and promote from within the business. John will be appointed to the Board and to the newly-formed combined role of CFO and COO, effective from 1 October 2020.
 
In addition, as part of the restructure, James Warsop, the current Group Financial Controller, will be promoted to Group Finance Director.
 
The new structure will provide a focussed management team that closely aligns the strategic, operational and financial aims of the business.
 
John has been the COO since October 2017, overseeing the roll-out of best practice as part of the TAG programme. He has previously held senior financial positions in the media sector, including Interim CFO at Emap/Top Right Group and also Divisional CFO at Ascential, and CFO of i2i Events Group from June 2012 to June 2017, where he worked alongside Mark Shashoua, CEO. Prior to that, John was Finance Director at Precise Media from 2008 to 2010.

Mark Shashoua, CEO of Hyve Group plc said:
“On behalf of the Board and employees of Hyve, I would like to thank Andy for his dedication and contribution to the Group. I am hugely grateful of the support he has provided to the Group and to me personally over the past four years in which we have achieved a great deal.
Andy was instrumental in leading Hyve through our Transformation and Growth programme which saw us undertake significant changes to our business model, instilling globally standardised ways of working and fundamentally changing the business to focus on market-leading events across the globe. Andy is a safe pair of hands and played a key role in the successful rights issue and bank negotiations to put us in a strong position to weather the COVID-19 crisis. He will be an asset to any future role and we wish him every success in the future.”
Andrew Beach, CFO of Hyve Group plc said:
“Hyve has been on a significant journey over the past four years, transforming from a legacy emerging markets business into a focussed global brand delivering market-leading events wherever they are in the world. It has been a challenge I have relished and am proud of, and I have hugely enjoyed working alongside the fantastic people at Hyve. We have accomplished a great deal and with a successful capital raise combined with ongoing cost savings and insurance proceeds I leave the business in a strong financial position.”
John Gulliver has confirmed that, save as set out in this announcement, there are no further disclosures to be made under Listing Rule 9.6.13.
 

For further information please contact:

Hyve Group plc Mark Shashoua                                                                                   +44 (0)20 3545 9000

FTI Consulting Charles Palmer / Emma Hall / Chris Birt / Jamille Smith                    +44 (0)20 3727 1000
 

About Hyve Group plc

Hyve Group plc is a next-generation global events business whose purpose is to create unmissable events, where customers from all corners of the globe share extraordinary moments and shape industry innovation. Hyve Group plc was announced as the new brand name of ITE Group plc in September 2019, following its significant transformation under the Transformation and Growth (TAG) programme. Our vision is to create the world's leading portfolio of contentdriven, must-attend events delivering an outstanding experience and ROI for our customers.

Where business is personal, where meetings move markets and where today's leaders inspire tomorrow's.

Trading

A number of regions in which the Group operates are beginning to open but the situation remains fluid. Following the relaxing of Government measures to manage COVID-19 in several of these regions, the Group has now safely run a number of domestic events in China and Ukraine. The Group’s first Russian events since lockdown commenced yesterday (including WorldFood Moscow), resulting in the Group running a total of 12 face-to-face events in Q4 of FY20, delivering c.£9m of revenues.

Revenues for FY20 are now expected to be c.£105m (2019: £221m), reflecting a very strong start to the financial year but a significantly reduced event programme since March as a result of COVID-19. The Group is in a resilient financial position; in addition to the £126m rights issue completed in June, the Group has been successful in further insurance claim settlements and has taken significant cost saving measures to reduce cash burn. At 30 September, net debt is expected to be no more than £80m.
 
While the Board acknowledges that restrictions in certain markets are starting to be lifted, as we have seen from recent announcements in the UK, the timing and speed of the recovery of the global events industry remains highly uncertain with travel restrictions expected to remain in place for some time and further spikes in infections and government lockdowns a real possibility. Against this challenging backdrop, we remain mindful that any events that do take place are likely to be smaller than previous editions and it may take some time for customer confidence to return as markets reopen.
 

Insurance claims

The Group continues to engage in positive and constructive discussions with its insurers regarding event cancellation and postponement claims in relation to a number of our FY20 events. Since the last trading update in late July, the Group is pleased to announce that a further £9.1m has been received, taking total recoveries secured to date to £22.0m.

The insurance cover is subject to the application of policy excesses and a per event limit which varies for each event, with an overall aggregate cap in respect of all insured events to 31 October 2020 of £62m.
 
Next year’s policy, already in place, covers certain events in the year to 31 October 2021 and has an overall aggregate cap of £50m.
 
We continue to pursue claims under the insurance policies as the event schedule undergoes further changes brought on by government restrictions arising from COVID-19.
 

Cost savings and cash burn

The cost saving programme, announced in May, targeted £9m of income statement savings in the current financial year, and £40m in FY21. Following decisive cost saving measures, the Group now expects to exceed the original FY20 savings target by c.£30m which is c.£5m ahead of management’s previously updated estimate.
 
In light of the ongoing uncertainty as to recovery in our markets, the Group is also targeting increased savings in FY21. Additional restructuring measures being introduced include the merging of our UK and Global Brands operations as well as further streamlining of the Group’s central headquarter overheads. With these measures we are now targeting to exceed our FY21 savings target by between £5m and £10m on an annualised basis to a total of between £45m and £50m.  
 
These additional cost saving measures extend the period over which we have visibility of cash funding into FY22, even in the event that there are no further inflows from customers. Further detail of these cost saving measures and the impact on cash burn will be provided alongside the Group’s results in December.
 

Managing the portfolio

As a key part of our strategy, Hyve is focused on running market leading events and continues to actively manage its portfolio to align with this strategy. During the current quarter, the Group disposed of its entire event portfolio in Azerbaijan and Uzbekistan for a total consideration of up to c.£9.5m, payable over a number of years. Events in these regions were not expected to resume for some time due to COVID-19 and therefore this planned disposal – as well as aligning with our stated strategy – reduces the Group’s cash burn in the coming months.

Directorate Change

The Group also announces in a separate announcement today that Andrew Beach, Chief Financial Officer (CFO), has decided to step down from the Board and will leave the Group on 30 September 2020. Andy will remain available over the next few months to ensure a smooth and orderly handover to his internal successor, John Gulliver, currently Group Chief Operating Officer (COO). 
 
In light of the further targeted cost savings outlined above, the Board is taking this opportunity to restructure the senior finance team and promote from within the business. John will be appointed to the Board and to the newly-formed combined role of CFO and COO, effective from 1 October 2020.
 
In addition, as part of the restructure, James Warsop, the current Group Financial Controller, will be promoted to Group Finance Director.
 

Accelerating the omnichannel strategy

The Group continues to make progress in developing its omnichannel strategy, part of which is currently in proof of concept stage. ShopTalk Virtual Meetup, taking place in October, is showing encouraging early demand with promising registration numbers. This event will provide a key test case for the potential monetisation of a digitally delivered event.
 
The Group expects to outline more detail on its omnichannel strategy at the time of its preliminary results in December.
 
Mark Shashoua, CEO of Hyve Group plc said:
“The changes outlined today to restructure the business are necessary steps for Hyve to take in order to adapt to the likely prolonged impact of COVID-19. Hyve took early and decisive action to strengthen its balance sheet when the crisis emerged and with cost savings now above previous projections alongside the receipt of insurance proceeds, we are well positioned to weather the COVID-19 crisis.”
“At Hyve we are deeply passionate about the role of events in bringing people together from across the globe, acting as a catalyst to businesses, industries and economies. The return of 12 events since lockdown marks the early signals of a slow and safe return to face-to-face events, albeit we remain prudent and mindful that we may see further lock downs and it may also take time for customer confidence to return.”
 

For further information please contact:

Hyve Group plc Mark Shashoua / Andrew Beach                                                          +44 (0)20 3545 9000

FTI Consulting Charles Palmer / Emma Hall / Chris Birt / Jamille Smith                    +44 (0)20 3727 1000
 

About Hyve Group plc

Hyve Group plc is a next-generation global events business whose purpose is to create unmissable events, where customers from all corners of the globe share extraordinary moments and shape industry innovation. Hyve Group plc was announced as the new brand name of ITE Group plc in September 2019, following its significant transformation under the Transformation and Growth (TAG) programme. Our vision is to create the world's leading portfolio of contentdriven, must-attend events delivering an outstanding experience and ROI for our customers.

Where business is personal, where meetings move markets and where today's leaders inspire tomorrow's.

Project Fortress

The Group’s Project Fortress task force, which has been leading on all aspects of the impact of the crisis, continues to take swift and decisive action. We are encouraged to see that a number of markets in which the Group operates are beginning to open. The situation, however, remains fluid with continued travel restrictions and the possibility of further lockdowns.

The Group’s postponement plan, set out in May 2020, had events scheduled from August 2020. Further events were subsequently cancelled as a result of continued lockdown and the Group is now trading more in line with its downside scenario, with the expectation that this will continue into FY21. The Group does, however, currently have a small number of events still scheduled to take place in FY20, predominantly in China, Russia, Turkey and Ukraine. The Group continues to be in close dialogue with customers and venue owners to ensure scheduled events meet our high standards, providing confidence in the safety and value of attending our market leading shows.
 

Cost control

The cost saving programme, announced in May 2020, aimed to identify and implement up to £9m of income statement savings in the current financial year, and £40m in FY21.

Following decisive cost saving measures, the Group expects to exceed the FY20 savings target by delivering net additional savings of approximately £25m. This is largely due to successful venue negotiations, the acceleration of redundancy plans and the utilisation of the UK furlough scheme. The Group has good visibility over a significant portion of the FY21 savings target and expects to be in line with forecast.
 

Insurance claims

The Group continues to be engaged in positive and constructive discussions with its insurers regarding event cancellation and postponement claims in relation to 20 FY20 events.

In addition to the first interim payment of £7.4m, the Group is pleased to announce that it has agreed a second payment of £5.5m taking total claims secured to £12.9m.

The insurance cover is subject to the application of policy excesses and a per event limit which varies for each event, with an overall aggregate cap in respect of all insured events to 31 October 2020 of £62m. We will continue to pursue claims under the insurance policies as the event schedule undergoes further changes brought on by COVID-19.
 

Cash position

The Group is in a strong financial position to navigate through continued COVID-19 disruption and uncertainty as a result of the successful £126.6m rights issue announced on 7 May, the material FY20 cost savings which were above management expectations, and the receipt of insurance proceeds.

The Group has sufficient cash reserves to fund business operations for at least the next 12 months at our current cash burn rate, even in the event of there being no further inflows from customers.

The cash burn rate includes the benefits of the cost saving programme and all costs of delivering our current schedule of events. The Group would expect to make additional savings if there is a further reduction in the number or scale of events.

Venue costs represent approximately 25% of the operating cost base and the Group continues to engage in proactive dialogue with venues to roll over the costs of postponed shows to new dates. If further events are cancelled the Group would expect to make additional venue savings. A further 15-20% of the operating cost base relates to the direct costs of delivering our events, the majority of which would not be incurred on cancelled events. The extent to which costs and cash burn rate can be further reduced is dependent on the date of cancellation relative to the scheduled event date.
 

Mark Shashoua, CEO of Hyve Group plc said:

“Since enacting Project Fortress, we have delivered cost savings above our projections and have secured interim insurance payments alongside a successful rights issue, providing a strong financial platform to weather COVID-19.

“While the situation remains fluid, markets across the world are beginning to reopen albeit we remain mindful it may take time for customer confidence to follow. Hyve is playing a leading role, working closely and collaboratively with customers, industry bodies and regional governments to develop best practice and ensure the safe and appropriate return of events so our industry can get back to business and kickstart economies.

“Market-leading events act as a key trading platform for many industries, governments and regional authorities and will play a vital role in reigniting economies. We are proud of the role our market-leading events play as a catalyst for trade and are excited to complement this with enhanced omnichannel capabilities.”
 

For further information please contact:

Hyve Group plc Mark Shashoua / Andrew Beach                                                          +44 (0)20 3545 9000

FTI Consulting Charles Palmer / Emma Hall / Chris Birt / Jamille Smith                    +44 (0)20 3727 1000
 

About Hyve Group plc

Hyve Group plc is a next-generation global events business whose purpose is to create unmissable events, where customers from all corners of the globe share extraordinary moments and shape industry innovation. Hyve Group plc was announced as the new brand name of ITE Group plc in September 2019, following its significant transformation under the Transformation and Growth (TAG) programme. Our vision is to create the world's leading portfolio of contentdriven, must-attend events delivering an outstanding experience and ROI for our customers.

Where business is personal, where meetings move markets and where today's leaders inspire tomorrow's.

• Decisive management action has been taken to reduce costs and manage cash and liquidity.
• Underwritten rights issue to raise £126.6m separately announced today, to provide security through the COVID-19 crisis and support the Group’s long-term success.
• Waivers obtained for the leverage ratio and interest cover covenants up to and including March 2022 and additional liquidity of £35m secured through deferrals of the next two term loan repayments until December 2023, previously due in November 2020 and November 2021, conditional on the successful completion of the rights issue. 
• Postponement Plan has moved 30 events to later this financial year, 18 are postponed to FY21 and 13 have been cancelled in this financial year.
• Close collaboration with customers to ensure attendance at events when they are rescheduled.
• Continued productive dialogue with venue owners to defer and rollover costs for postponed or cancelled events.
• Accelerating omni-channel strategy to connect with customers online with Shoptalk leading the way.

Financial highlights

	Six months to 31 March 2020	Six months to 31 March 2019
Volume sales	308,500 m2	354,300 m2
Revenue	£96.3m	£107.8m
Headline profit before tax1	£19.8m	£24.5m
(Loss) / Profit before tax	£(168.3)m	£1.9m
Headline diluted earnings per share2	2.0p	2.3p
Diluted earnings per share	(21.6)p	(0.1)p
Interim dividend per share	Nil	0.9p
Adjusted net debt3	£157.2m	£108.9m

 

• Revenue of £96.3m (2019: £107.8m), impacted by international government restrictions to control coronavirus.
• Despite the impact of coronavirus, revenue increased 1% on a like-for-like basis4 and by 3% including biennials and timing differences.
• Headline profit before tax of £19.8m (2019: £24.5m), due to event postponements and cancellations as a result of coronavirus.
• Statutory loss before tax of £168.3m (2019: profit of £1.9m), after £166.8m of non-cash impairments as a result of the coronavirus outbreak.
• Cash conversion5 of 137% (2019: 102%), owing to strong cash collection pre-coronavirus but lower profits due to event postponements and cancellations in March.
• Dividends suspended and future dividends will be kept under review and subject to bank waiver restrictions.
• £110.1m acquisition of Shoptalk and Groceryshop in December 2019, two US-based market-leading events focused on e-commerce for retail and grocery. Shoptalk did not take place in the period due to coronavirus and Groceryshop has been cancelled this financial year, with the next event to be run in FY21.
• Adjusted net debt increased from £108.9m to £157.2m following the acquisition of Shoptalk and Groceryshop.

Mark Shashoua, CEO of Hyve Group plc, commented:
 
“We started this year in a very strong position. We reported strong like-for-like growth in Q1 and added two market-leading products, Shoptalk and Groceryshop to our portfolio.
 
When the pandemic began, we initiated Project Fortress – Hyve’s immediate response to COVID-19 – leaving no stone unturned. We responded rapidly and decisively by rescheduling events, reducing our costs, managing cash and supporting our customers and people through this crisis. In these unprecedented circumstances we have done everything we can and at pace to protect the business. Today we have strengthened our financial position through a £126.6m fully underwritten rights issue, to provide additional security through this crisis and to support the long-term success of the business.
 
Market-leading events act as a key trading platform for many industries and will play a vital role in reigniting economies, and we are working closely with customers, government and industry bodies to make this happen. We have also accelerated our focus on building our omni-channel capabilities driven by the Shoptalk and Groceryshop acquisition. Digital will not replace face-to-face events, but it complements them with online activity that supports our customers year-round and maximises the profile of our brands.
 
Whilst the immediate impact of temporary government restrictions has been severe, we believe these are short term challenges. Our strategy of building a portfolio of market-leading events and the investment made over the last three years puts us in a strong position when we exit this crisis.”

> Download the full report (PDF format)
​> View Interim Results Presentation (PDF format)
> Rights issue
 

1.	Headline profit before tax is defined as profit before tax and adjusting items, which include amortisation of acquired intangibles, impairment of goodwill, intangible assets and investments, profits or losses arising on disposal of Group undertakings, restructuring costs, transaction and integration costs on completed and pending acquisitions and disposals, tax on income from associates and joint ventures, gains or losses on the revaluation of deferred/contingent consideration and on equity option liabilities over non-controlling interests, and imputed interest charges on discounted equity option liabilities – see note 3 to the condensed consolidated financial statements for details.
2.	Headline diluted earnings per share is calculated using profit attributable to shareholders before adjusting items – see notes 3 and 6 to the condensed consolidated financial statements for details.
3.	Adjusted net debt is defined as cash and cash equivalents after deducting bank loans. This is therefore prior to any lease liabilities recognised on the balance sheet.
4.	Like-for-like results are stated on a constant currency basis – translating the current year results at their equivalent reported rates in the comparative period – after excluding events which took place in the current period but did not take place under our ownership in the comparative period and after excluding events which took place in the comparative period but did not take place under our ownership in the current period. For clarity, this excludes all: -       Biennial events; -       Timing differences (i.e. events that ran in only one of the current or comparative periods, due to changes in the event dates); -       Launches; -       Cancelled or disposed of events that did not take place under our ownership in the current year; -       Acquired events in the current period; and -       Acquired events in the comparative period that didn’t take place under our ownership in the comparative period (i.e. they took place pre-acquisition). See ‘Trading highlights and review of operations’ for further detail.
5.	Cash conversion is defined as cash generated from operations before net venue utilisation (advances and prepayments to venues less utilisation of venue advances and prepayments) and the cash impact of the adjusting items included in the definition of headline profit before tax, expressed as a percentage of headline profit before tax adjusted for net finance costs and non-cash profits, including foreign exchange gains/losses, depreciation and amortisation.

For further information please contact:
 

Hyve Group plc
Mark Shashoua / Andrew Beach	+44 (0)20 3545 9400
FTI Consulting
Charles Palmer / Emma Hall / Chris Birt / Jamille Smith	+44 (0)20 3727 1000

> Download the full report (PDF format)
> View Interim Results Presentation (PDF format)
> Rights issue

Underwritten £127 million Rights Issue, Covenant Waivers and Term Loan Repayment Deferrals, and Proposed Share Consolidation

The Company today announces the following measures as part of its decisive response to the outbreak of COVID-19 ("Outbreak"), to secure the future of the business and to position the Group for market leadership and growth:

• A fully underwritten rights issue to raise approximately £126.6 million (before expenses) (the "Rights Issue")
• An agreement with the Group's lending banks to waive financial covenants up to and including March 2022 (subject to inclusion of a basic liquidity test)
• Additional liquidity through the agreement with the lending banks to defer loan amortisation payments of £35 million until maturity in December 2023

The agreement with the banks is conditional on completion of the Rights Issue. The Company also announces a proposed 10 for 1 share consolidation (the "Share Consolidation").

The Board believes that the Rights Issue and the Share Consolidation are in the best interests of the Company and the Shareholders as a whole. Each of the Directors who is a Shareholder intends to take up in full his or her rights to subscribe for New Ordinary Shares under the Rights Issue in respect of his or her holdings.

A prospectus and circular (the "Prospectus") containing full details of the Rights Issue and Share Consolidation is expected to be made available on Hyve's website (http://www.hyve.group) later today, subject to approval by the Financial Conduct Authority. The Rights Issue will be made on the terms, and subject to the conditions, set out in the Prospectus.

Decisive response to the Outbreak: "Protect and Prosper"

The Group delivered a strong performance in Q1 of the current financial year driven by Africa Oil Week and YugAgro which both delivered double-digit growth on a like-for-like basis, as well as a successful ChinaCoat event in Shanghai, run in collaboration with its joint venture partner. The Group's performance in H1 included strong year-on-year growth at Mining Indaba and Bett, but was impacted by the measures announced by governments and authorities to combat the spread of the Outbreak.

The Company undertook decisive action to address the challenges of the Outbreak and initiated its response plan, building on the strong platform in place prior to the Outbreak:

• Events Postponement Plan - 48 events postponed; 13 events cancelled; under continuous review
• Identified cost savings of c. £10 million in FY 2020 and c. £42 million in FY 2021
• Stress tested to assess potential impact with a key assumption that none of the Group's events take place until 1 January 2021 (other than a small number of events in China)
• Proposed equity fundraise of £126.6 million through fully underwritten rights issue
• Waivers to leverage and interest cover covenants up to and including March 2022 (subject to the inclusion of a liquidity test) as well as additional liquidity through deferral of loan amortisation payments agreed with lenders; conditional on completion of the Rights Issue

The Directors believe that the fundamentals of the business remain strong and that, following the successful conclusion of the Rights Issue, the Group remains well positioned for growth in the future.

Details of the Rights Issue, Covenant Waiver and Repayment Deferral Agreement and Share Consolidation

• Proposed consolidation of every 10 Existing Ordinary Shares into 1 Consolidated Ordinary Share
• Fully underwritten rights issue of up to 9 New Ordinary Shares at 69 pence each for every 40 Existing Ordinary Shares, equivalent to 9 New Ordinary Shares at 69 pence each for every 4 Consolidated Ordinary Shares, to raise gross proceeds of approximately £126.6 million (approximately £116.8 million net of expenses)
• The issue price of 69 pence per New Ordinary Share represents:
  • a discount of approximately 67.8% to the Closing Price on 6 May 2020 (being the last Business Day prior to the date of this announcement) and adjusted for the proposed Share Consolidation; and
  • a discount of approximately 39.0% to the theoretical ex-rights price of 113.1 pence per New Ordinary Share calculated by reference to the Closing Price on the same basis and adjusted for the proposed Share Consolidation
• The New Ordinary Shares will represent approximately 225.0% of the Company's Consolidated Ordinary Shares that will be in issue immediately following the Share Consolidation  and approximately 69.2% of the enlarged share capital following completion of the Rights Issue (and following the proposed Share Consolidation)
• Proceeds to be used to reduce net indebtedness and provide working capital flexibility to the Group to allow it to protect the value of its Core Events
• The Rights Issue, which is subject to shareholder approval at a General Meeting on 27 May 2020, is fully underwritten by Numis (Corporate Broker), Barclays and HSBC on the terms of the underwriting agreement (the "Underwriting Agreement")
• RWC European Focus Fund (the Company's largest shareholder) who currently represents approximately 12.5% of the outstanding Existing Ordinary Shares has confirmed that it is fully supportive of the Company's strategy and fundraising proposals and is intending to vote in favour of the Resolutions to be proposed at the General Meeting to approve the Rights Issue
• Agreement to waive financial covenant tests up to and including March 2022 (subject to the inclusion of a basic liquidity test), conditional upon completion of the Rights Issue 1
• Secured £35 million of additional liquidity through the deferral of two term loan amortisation payments of £17.5 million each under the Group's banking facilities scheduled for November 2020 and 2021 until maturity, subject to completion of the Rights Issue
• The Share Consolidation is proposed in order to achieve a higher market price for the Consolidated Ordinary Shares and, accordingly, a more appropriate Issue Price in the Rights Issue

Background and reasons for the Rights Issue

• Postponement of a significant number of events and the cancellation of other events as a result of the Outbreak has had a material adverse impact on the financial position of the Group
• The Company is not aware of the full extent of the Outbreak for the current financial year, but based on its Postponement Plan, estimates an adverse impact of approximately £80m on FY20 revenue; under this scenario FY20 revenue estimated to be c. 20% below FY19
• Due to the possibility of a prolonged period of extensive disruption to the events industry across multiple geographies, the Board carried out stress testing in order to ascertain the liquidity requirements of the business over the near and medium term.
  • A key assumption underpinning this reasonable worst case is that none of the Group's events take place until 1 January 2021 (with the exception of a small number of events in China) and that the global economic backdrop will take some time to stabilise and sales cycles will be reduced
  • Under this reasonable worst case scenario, revenue for FY20 revenue would be c. 55% below FY19 and c. 60% below FY20 pre-Outbreak expectations; FY21 revenue would be c. 10% below FY19 and c. 30% below FY21 pre-Outbreak expectations
• Although the length and extent of the business disruption arising from the Outbreak cannot be definitively gauged at this stage, the Directors believe that an equity fundraise of £126.6 million (gross) will provide sufficient working capital to allow the Company to weather this period of disruption. As at 31 March 2020, the Group's adjusted net debt was £157.2 million relative to total committed facilities of £250 million. The Company requires additional liquidity prior to September 2020
• Management currently expect that the disruption caused by the Outbreak may begin to normalise in the coming months, as evidenced in the scheduled resumption of certain trade events in China from May onwards (which are not organised by the Group), however, the Directors have considered it prudent to ensure contingency for a prolonged period of disruption as envisaged by its reasonable worst case scenario
• The Rights Issue will give the Group the time and flexibility to overcome the challenges posed by the Outbreak even under the reasonable worst-case scenario and the Directors believe, will set the business on a firm footing for the future as the global economy and its markets recover. The Rights Issue is expected to reduce the Group's indebtedness and the Directors would expect the net debt to 12 month forward looking EBITDA ratio to return to below 2x by December 2021
• The Company has consulted with a number of its major shareholders ahead of the release of this announcement, including the rationale for the Rights Issue and its structure

Summary of H1 results

• Revenue of £96.3m with results impacted by the escalation of the Outbreak and various consequential restrictions impose by governments and au
• Revenue increased by 1% on a like-for-like basis, and by 3% including when adjusted to include biennials and timing differences, includes the results of biennial events and those events that ran in the current period but did not run in the comparative period due to changes in event dates, in comparison to the previous edition of the relevant events
• Headline profit before tax of £19.8m, with the result adversely
• Statutory loss before tax of £168.3m after non-cash impairment charges of £166.8m recognised primarily in respect of the UK business as a result of the Outbreak
• Dividends suspended and future dividends will be kept under review and subject to bank waiver restrictions
• Acquisition of Shoptalk and Groceryshop completed in December 2019, two US-based market-leading events focused on e-commerce and online grocery subsectors. Shoptalk did not take place in the period due to the outbreak and Groceryshop has been cancelled this financial year, with the next iteration of that event to be run in FY21
• Hyve's interim results for the six months to 31 March 2020 have been released today in a separate announcement

 

1 Waiver introduces new interest rate ratchet for as long as net debt:EBITDA remains above 3 times, reverting to standard interest rates once the ratio falls below 3 times

 

Mark Shashoua, Chief Executive Officer, said:

"We started this year in a very strong position. We reported good like-for-like growth in Q1 and added two market-leading products, Shoptalk and Groceryshop to our portfolio.

When the pandemic began, we initiated Hyve's immediate response to COVID-19. We responded rapidly and decisively by rescheduling events, reducing our costs, managing cash and supporting our customers and people through this crisis. In these unprecedented circumstances we believe we have done everything we can and have taken action at pace to protect the business. Today we have strengthened our financial position through a £126.6m fully underwritten rights issue, to provide additional security through this crisis and to support the long-term success of the business.

Market-leading events act as a key trading platform for many industries, governments and regional authorities and we believe will play a vital role in reigniting economies, and we are working closely with customers and industry bodies to make this happen. We have also accelerated our focus on building our omni-channel capabilities driven by the Shoptalk and Groceryshop acquisition. Digital is unlikely to replace face-to-face events, but it complements it with online activity that supports our customers year-round, and maximises the profile of our brands.

Whilst the impact of the temporary measures including lockdowns and restrictions on travel and organised gatherings has been severe, we believe these are short term challenges. Our strategy of building a portfolio of market-leading events and the investment made over the last three years puts us in a strong position and provides a platform for growth as our events catalyse industries and economies as we exit this crisis."

Words and expressions used within this announcement shall, unless otherwise defined or unless the context requires otherwise, have the same meanings as set out in the Prospectus

Indicative abridged timetable

Publication and posting of the Prospectus, notice of General Meeting and Form of Proxy	7 May 2020
Record Date for entitlements under the Rights Issue	6.00 p.m. on 22 May 2020
General Meeting	9.30 a.m. on 27 May 2020
Record Date for the Share Consolidation	6.00 p.m. on 27 May 2020
Admission and dealings in the Consolidated Ordinary Shares commence on the London Stock Exchange	8.00 a.m. on 28 May 2020
Admission and dealings in New Ordinary Shares, nil paid, commence on the London Stock Exchange	8.00 a.m. on 28 May 2020
Latest time and date for acceptance in CREST and payment in full and registration of renounced Provisional Allotment Letters	11.00 a.m. on 11 June 2020
Dealings in the New Ordinary Shares to commence on the London Stock Exchange fully paid	By 8.00 a.m. on 12 June 2020

 

Note:

(1) The times and dates set out in the timetable above and referred to throughout this announcement are subject to change, in which event details of the new times and dates will be notified to the Financial Conduct Authority, the London Stock Exchange and, where appropriate, Qualifying Shareholders through a Regulatory Information Service.

(2) Any reference to a time in this announcement is to time in London, United Kingdom, unless otherwise specified.

 

Prospectus

• The Prospectus containing full details of the Rights Issue is expected to be made available on Hyve's website (http://www.hyve.group) later today. Neither the content of the Company's website, nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
• The Prospectus will be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/nsm following publication.

 

For further information, please contact:

Hyve Group plc	+44 (0)20 3545 9400
Mark Shashoua / Andrew Beach
Numis (Sponsor, Financial Adviser, Corporate Broker, Joint Global Coordinator, Joint Bookrunner & Joint Underwriter)	+44 (0)20 7260 1000
Nick Westlake / Matt Lewis / Hugo Rubinstein / William Baunton
Barclays (Joint Global Coordinator, Joint Bookrunner & Joint Underwriter)	+44 (0)20 7623 2323
Alastair Blackman / Lawrence Jamieson / Ben West / Kunal Bidani
HSBC (Joint Global Coordinator, Joint Bookrunner & Joint Underwriter)	+44 (0)20 7991 8888
Andrea Coda / Sam Hart / Bhavin Dixit /Jonathan Surr
FTI Consulting	+44 (0)20 3727 1000
Charles Palmer / Emma Hall / Chris Birt

For further information please contact:
 

Hyve Group plc
Mark Shashoua / Andrew Beach / Melissa McVeigh	+44 (0)20 3545 9400
FTI Consulting
Charles Palmer / Emma Hall / Chris Birt	+44 (0)20 3727 1000
Numis
Nick Westlake / Matt Lewis / Hugo Rubinstein	+44 (0)20 7260 1000

About Hyve Group plc
Hyve Group plc is a next generation global events business whose purpose is to create unmissable events, where customers from all corners of the globe share extraordinary moments and shape industry innovation. Hyve Group plc was announced as the new brand name of ITE Group plc in September 2019, following its significant transformation under the Transformation and Growth programme. Our vision is to create the world's leading portfolio of content-driven, must-attend events delivering an outstanding experience and ROI for our customers.
 
IMPORTANT INFORMATION
There can be no certainty that any possible transaction contemplated in this announcement will proceed nor as to the terms on which any possible transaction might be concluded.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this Announcement or otherwise.

No securities in connection with any possible transaction contemplated in this announcement have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

No person has been authorised to give any information or to make any representations other than those contained in this announcement.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, the person responsible for arranging the release of this announcement is Andrew Beach, Chief Financial Officer.

The issue of this announcement shall not, for the avoidance of doubt, in any circumstances, create any implication that the Company shall be required to provide further updates on the status of any matters contemplated in this announcement (save as may be required by law or regulation).

As announced on 23 March 2020, the Group has access to total committed debt facilities of £250m which have been fully drawn in order to maximise flexibility in terms of short-term liquidity.

Whilst Management continues to take action and review further options to secure the Group's long-term financial position, the Board believes that the decisive actions being taken will improve the Group’s financial and operational footing and help to safeguard the Group’s customers, colleagues and communities. The Board remains confident that the Group’s strategy of focusing on market-leading events provides a strong platform to deliver growth post the current crisis.

For further information please contact:
 

Hyve Group plc
Mark Shashoua / Andrew Beach / Melissa McVeigh	+44 (0)20 3545 9400
FTI Consulting
Charles Palmer / Emma Hall / Chris Birt	+44 (0)20 3727 1000