Hyve News

12/04/2019
Taking place in İzmir, 8 th Eurasia Rail Exhibition hosted 229 companies and 12,322 Visitors from 18 Countries!

Eurasia Rail, which is organized in cooperation with T. R. Ministry of Transport and Infrastructure, T.R Ministry of Commerce, Turkish State Railways (TCDD), International Union of Railways (UIC), Chambers and Associations of Commerce, welcomed domestic and foreign professional buyers from Qatar, Germany, Algeria, Czech Republic, China, France, the Netherlands, Spain, and Italy along with Turkey. Held by the organizer of premier exhibitions in leading industries of Turkey, ITE Turkey, “8th Rolling Stock, Infrastructure & Logistics Exhibition - Eurasia Rail” took place at fuarizmir Exhibition Center in İzmir between April 10-12 this year.

The exhibition tracked the pulse of the industry by addressing the latest developments in the rolling stock industry and bringing together the decision makers for this purpose. The companies had the opportunity to present their leading products and product lines in the Eurasia Rail, the meeting point of the leading companies in the industry including ALSTOM, METRO İSTANBUL, CAF, DURMAZLAR, CRRC, TURKISH RAILWAY MACHINES INDUSTRY INC. (TÜDEMSAŞ), MILITARY ELECTRONICS INDUSTRIES (ASELSAN), SIEMENS, TURKISH STATE RAILWAYS (TCDD), TURKISH WAGON INDUSTRY JOINT STOCK COMPANY (TUVASAŞ), HYUNDAI EUROTEM, KARDEMİR, TURKISH LOCOMOTIVE AND ENGINE COMPANY INC. (TÜLOMSAŞ), TALGO, KNORR-BREMSE, ANSALDO STS, and BOZANKAYA.

In addition, the exhibitors and visitors participated in the exhibition had the chance to form new collaborations through the hosted buyers program while being informed on the industry developments through the conference topics discussed during the exhibition.

A total of 776 meetings were held among the exhibitors, visitors, and hosted buyers as part of the Hosted Buyer program. Technological developments in the rail systems, as well as the infrastructure investments, passenger experience, and security issues, were covered in the conferences, roundtable meetings, mega project presentations, and workshops held during the events programme carried out alongside the three-day exhibition. The events including the expert reviews, case studies, and recent developments in the industry brought together the top level decision makers, department directors, and technology experts from the rolling stock industry. At the exhibition where more than 50 expert speakers evaluated the developments in the industry over 20 sessions, the important development fields within the industry were under the spotlight with “Turkish Railways’ Today, Future and Economic Predictions”, “Security in Railway Systems”, “Localization and Investments in Urban Railways” sessions and domestic and international mega project presentations such as “Hyperloop, URAYSİM (National Rail Systems Research and Testing Center), 3 Storey Grand İstanbul Tunnel, Londra Crossrail 2, and The Trans-Caspian International Transport Route.” “Turkish Railways’ Today, Future and Economic Predictions” session captured the audience’s attention Sharing his views as part of the “Turkish Railways’ Today, Future and Economic Predictions” session, General Manager of TCDD (Turkish State Railways) Ali İhsan Uygun stated that; “As we all know, substantial investments are only made during the periods of stability. We are working on railway projects throughout Turkey such as Kars, Edirne, İzmir, Gaziantep, Samsun, and Adana. These investments have been made to meet the need for resources. We can say that the story of rail transport starts right here, in İzmir. 4,136 km of rail lines including the İzmir-Aydın railway line were constructed in our country prior to the Republic period. And today, 3,798 km of railway lines will be constructed within the scope of our ongoing projects. The total length of our rail network has reached to 12,800 kilometers. Turkey serves as a meeting point between the West and the East; and, the North and the South. We are planning to increase our investments.” Emphasizing that the liberalization in the rolling stock industry attracts considerable public attention, General Director of Railway Regulatory General Directorate (DDGM) Bilgin Recep Bakem added; “Rolling Stock is a dynamic industry. We keep issuing new regulations within the scope of the European Union rules and consistently learn and grow. Additionally, I would like to add that we are continuing to work on a set of railway rules.”

Another important session, “Racing a Prototype for Hyperloop: SpaceX Competition Experience to Build Future Sustainable Transport and Other Innovative Approaches to Deliver Sustainable Transport Today,” held in the first day of the exhibition addressed cultural and technological revolution of the transportation industry along with the impacts of the wide use of the high-speed rail systems operating under low-pressure environments have on urban growth. Pointing out that this year’s high points include different future applications of the mobility, Mariana Avezum: “Like in other big metropolitan cities of the world, traffic congestion has been an issue for İstanbul. Bringing professionals from different fields in the transportation industry together at the exhibition creates new opportunities to pursue. One of the main challenges in the current mobility scenario is the lack of communication between all relevant stakeholders. Government agencies, infrastructure providers, mobility services, and passengers all have different interests and it is a great opportunity to bring all of these groups together in a single event to address the synergies among the project partners.” Stating that he is very glad that the exhibition was held in İzmir for the first time, Eurasia Rail Exhibition Director Semi Benbanaste: “It is extremely important for us to hold the exhibition in İzmir. İzmir remains to be a strategically important city as it was in history. We have had the opportunity to see and evaluate the projects that have been introduced to the railway industry with visitors coming from many different points of the world during the three-day event.

As ITE Group, we are bringing together the world's leading industry representatives to analyze the most trending technologies and investments in the industry since 2011. We hosted domestic and foreign professional buyers from Qatar, Germany, Algeria, Czech Republic, China, France, the Netherlands, Spain, and Italy along with Turkey in cooperation with T. R. Ministry of Transport and Infrastructure, T.R Ministry of Commerce, Turkish State Railways (TCDD), International Union of Railways (UIC), Chambers and Associations of Commerce this year as well.

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07/05/2020 07:00:00 Interim Results Announcement

Hyve announces financial results for the six months to 31st March 2020.

Coronavirus update
  • 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
07/05/2020 07:00:00 Rights Issue

Hyve announces rights issue and share consolidation.

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

14/04/2020 07:00:06 Response to recent press speculation

The Board of Hyve (the “Board”) notes the recent media speculation regarding a potential equity fundraise by the Company.
 

As set out in its announcement of 8 April 2020, the Board continues to take decisive action and is reviewing all options to secure the Group’s long-term financial position. The options under review include a potential equity fundraise. The Company continues to be engaged in constructive dialogue with the Group’s lenders in relation to covenant headroom and facility flexibility and has already secured a waiver of the June 2020 covenant tests under its debt facilities.

The Board remains confident that the Group's strategy of focusing on market-leading events provides a strong platform to return to growth post the current crisis and its priority remains to safeguard the Group's customers, colleagues and communities during this period of uncertainty.
A further announcement will be made if required.


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).
08/04/2020 07:18:00 Trading and coronavirus update

Hyve announces an update on trading and the measures it is taking to protect the financial position of the business during the coronavirus pandemic.

H1 Trading update
As announced on 23 January 2020, 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 our joint venture partner.

Hyve’s Q2 results have been impacted by the measures announced by national governments to combat the spread of the coronavirus, as well as actions taken by the Group to safeguard the health and safety of our employees, customers and events as outlined in its updates on 5 and 23 March 2020. Three of the Group’s top 10 events ran in the quarter, including Bett and Mining Indaba, both of which reported strong year-on-year growth. Spring Fair also took place in Q2 and despite an ongoing impact from Brexit and reduced attendance by Chinese exhibitors due to coronavirus travel restrictions, the rate of decline slowed compared to the previous year.

Coronavirus response
The Group has acted quickly to implement a postponement plan, with 33 events being moved to later this financial year, a further 12 events being postponed to FY21 and eight being cancelled. Management has had productive dialogue with most venue owners to rollover the cost to the new dates for these events and these discussions are ongoing.

Financial position and conservation of cash
To protect the Group’s financial position a number of cost-saving and working capital management initiatives have been put in place. These include a freeze on salary rises and recruitment, the removal of current year bonus plans, the postponement of capital projects and the cancellation of contractor contracts. In the UK, over a quarter of the workforce has been put on furlough leave, as part of the UK Government’s Coronavirus Job Retention Scheme. The Board together with Hyve’s global leadership team, have taken a temporary pay reduction of 20%.

The Board has taken the decision not to pay a dividend for the current financial year, and future dividends will be kept under review.

Management continues to be engaged in constructive dialogue with the Group’s lenders in relation to covenant headroom and facility flexibility. As an initial measure, the Group has secured a waiver of the June 2020 covenant tests under the debt facilities. This was the first covenant test date following the refinancing of the Group announced in December 2019.
 
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
23/03/2020 10:06:39 Further Coronavirus update

Hyve continues to take decisive and rapid management actions to mitigate the potential impact to our business due to the current coronavirus outbreak.

Hyve Group plc
("Hyve" or the "Group")
Further Coronavirus update
 
Following the announcement on 5 March 2020, Hyve provides a further update on our response to the coronavirus situation.

Hyve continues to take decisive and rapid management actions to mitigate the potential impact to our business due to the current coronavirus outbreak. The Group is closely following and regularly monitoring the advice from the World Health Organization ("WHO") as well as regional and local government advice and continues to assess the situation carefully. The health and safety of our employees, customers and exhibitors continues to be of the utmost importance, as does the ability to continue to run events that deliver an outstanding return on investment for our customers.

Due to the various restrictions that have been, or are likely to be, put in place by governments in many of our respective markets, we are activating a large-scale postponement plan per region. This is larger than had been anticipated at the time of our 5 March coronavirus update. Should the situation deteriorate, further events will need to be moved. The Group has been in regular contact with venue providers and key customers and will continue to postpone to another date in the current financial year where possible.

We have been undertaking a number of proactive cost-cutting and cash flow management measures to ensure that cash outflows are minimised and working capital is managed as effectively as possible through this period of disruption and uncertainty. We are in constructive dialogue with our lenders in relation to covenant headroom and facility flexibility. We have access to total committed debt facilities of £250m which we have fully drawn in order to maximise flexibility in terms of short-term liquidity, providing the Group with significant cash resources at hand.
 
The Board believes that the measures being put in place will enable the Group to protect its core shows, customers, colleagues and communities for the long term. We strongly believe that our strategy of focusing on market-leading events will stand the test of time, once we come through this issue.
 
In line with other event organisers, and given the speed with which the situation is developing, the Group will no longer be giving guidance.
 
For further information please contact:
Hyve Group plc
Mark Shashoua / Andrew Beach / Melissa McVeigh
 
 
+44 (0)20 3545 9000
 
FTI Consulting
Charles Palmer / Emma Hall / Chris Birt
 
 
+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 content-driven, 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.
 
05/03/2020 09:40:18 Coronavirus update

Hyve has been taking decisive and rapid management actions to mitigate the potential impact to our business due to the current situation related to the coronavirus outbreak.

Hyve Group plc
("Hyve" or the "Group")
Coronavirus update

The Group is closely following and regularly monitoring the advice from the World Health Organization ("WHO") as well as regional and local government advice and continues to assess the situation carefully. The health and safety of our employees, customers and exhibitors continues to be of the utmost importance, as does the ability to continue to run events that deliver an outstanding return on investment for our customers.

The events industry is experiencing significant disruption across multiple geographies and sectors with many events having been cancelled or postponed across Asia, Europe and the USA.

At Hyve, each region in which we operate has reacted differently and, in some instances, governments and authorities in impacted countries have placed certain restrictions on travel and on large gatherings to contain the spread of the virus, as well as companies implementing restrictions on business travel by their employees.

In light of recent developments and the continued spread of coronavirus, we are announcing the impact that this is having on the Group and the actions we have taken:

·    Postponement of Asian events - we have successfully managed to postpone four March events in Asia to later in our current financial year. Bett Asia will now take place in June, CWIEME Shanghai in July, BreakBulk Asia in August and CPHE (Shanghai's hosiery exhibition) in August. Unless the impact of the virus lasts until the rescheduled dates, these events will all still take place within our 2020 financial year;

·    Chinese exhibitor participation in our non-Chinese events ("outbound sales") - recent travel restrictions, in particular for many of our Chinese customers who are either unable to leave their region of China or unable to enter certain countries, have started to adversely impact revenues at a number of our events; and

·    Postponement of Shoptalk and Groceryshop - Shoptalk 2020, previously planned for March, has been postponed to September and will therefore remain in Hyve's 2020 financial year. While there is not currently a restriction on large events in the USA, it is clear that a significant number of US companies are restricting or discouraging all business travel for their employees, including conference attendance. This is impacting the number of key customers and speakers now able to attend and we consider, at this time, that it is not feasible to deliver a high-quality event in line with customer expectations. Moving Shoptalk to September preserves the quality of this year's event. As a result, we have taken the decision to move Groceryshop to March 2021 to avoid a clash with Shoptalk.

Other than the specific examples above, all of our other events are currently expected to go ahead as planned. The situation is evolving on a daily basis, but Hyve continues to work hard to mitigate the impact that the coronavirus outbreak is having on our business. We have instigated global work streams that report daily and we are constantly scenario planning for any potential future impacts to our business. We continue to take into account any updates that are received either from the WHO or regional governments. We have also implemented additional precautions across all of our events on a global basis and are providing regular updates to our stakeholders via our websites.

On the basis of what we know today, we currently estimate a one-time adverse impact in FY20 of between £17m and £19m on the Group's revenue and between £16m and £18m on Group profit in the current financial year, as a result of the issues set out above.

The current estimated financial impacts are as follows:

·    Postponement of Asian events - c. £1m on both revenue and profit;

·    Outbound sales - c. £7m to £8m revenue and c. £6m to £7m profit; and

·    Postponement of Shoptalk and Groceryshop - c. £9m to £10m on both revenue and profit, after incurring £4m to £5m of duplicative costs already incurred on the postponed editions that cannot be recovered.

The above estimates are based on the current situation and therefore could change if the situation improves or worsens. As things currently stand, none of the above impacts are expected to have a significant impact on the Group's results beyond the current financial year. We anticipate that the new date for Groceryshop will remain in future years and therefore do not expect to run the event twice in financial year 2021.

The Group has already booked c. £200m of revenue for the current financial year, continues to be highly cash generative and, following the refinancing that the Group undertook in December, has material headroom available on the debt facility and expects to operate within the covenants.

The Board is confident that the measures put in place will enable Hyve to protect its shows, customers, colleagues and communities to the fullest extent possible.

For further information please contact:

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

FTI Consulting
Charles Palmer / Emma Hall / Chris Birt                                  +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 content-driven, 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.

23/01/2020 07:11:38 A good start to 2020

Hyve has made a good start to the year with its performance in the period in line with management expectations.
 

23 January 2020
Hyve Group plc
(“Hyve” or the “Group”)
Trading update
 
Hyve Group plc is today publishing a trading update for the period from 1 October 2019 to the date of this announcement. This coincides with the Group's Annual General Meeting which is being held at 9am today.

The Group is also pleased to announce that as of 17 January 2020 it was promoted to the FTSE 250.
 
Trading update

The Group has made a good start to the year with its performance in the period in line with management expectations.

For the quarter ended 31 December 2019 revenues were up 7% on a like-for-like1 basis reflecting strong trading from the events that have received investment, in particular Africa Oil Week and Yugagro. As a result of the transformation of the Group, Q1 is now a relatively small quarter from a revenue perspective.

Having built a scalable platform for our events, our strategy is to continue driving organic growth, whilst managing our portfolio and making product-led acquisitions. In line with this stated strategy, on 19 December 2019, we announced the acquisition of Shoptalk and Groceryshop – two US-based market-leading events focused on e-commerce in the retail, grocery and consumer packaged goods industries. These acquisitions continue our evolution into a best in class portfolio of fewer, bigger and better events.
 
Outlook

The benefits of strengthening and diversifying our portfolio can also be seen from the continued growth in our forward bookings, which are £187m, up 3% on a like-for-like basis.

Despite uncertainty both economically and geopolitically across many of our markets, we remain confident in achieving our full year expectations.
 
Notes to Editors
 
  1. Like-for-like results are stated on a constant currency basis, 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. This excludes:
  • 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).
For further information please contact:

Hyve Group plc
Melissa McVeigh, Director of Communications
+44 (0)20 3545 9000

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

About Hyve Group plc

Hyve Group plc is a next generation FTSE 250 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 content-driven, 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.