Hyve News

25/06/2019
42nd Yapı - Turkeybuild İstanbul hosted 68,738 visitors in total with an increase of 32% in international visitors.

In the exhibition, the Association of Turkish Construction Material Producers, Turkish Tourism Investors Association, and ITE Turkey cooperated in the Investment Focus Forum. As part of this new cooperation, members of Turkey's IMSAD come together with TTYD (Turkish Tourism Investors Association) members representing the tourism investors and addressed the innovation needs of the industry in order to ensure the use of safe, healthy, environmentally friendly, and energy efficient products in tourism facilities.

42nd Yapı – Turkeybuild İstanbul, which is organized by YEM Fuarcılık operating under ITE Turkey, the organizer of premier exhibition organizations in leading industries of Turkey, hosted 553 exhibitors from 12 countries this year. In the exhibition which hosted over 30 events with more than 90 domestic and international expert speakers, agenda topics including innovative construction technologies, worker robots, contemporary building materials, innovative ways of doing business, and new urban transformation opportunities were addressed and the pulse of the industry was tracked.

Many innovative products were showcased in the exhibition. Digital solutions in the building industry and innovative materials attracted great interest. Domestic and international companies providing services in the fields of construction machinery, hardware and hand tools, constructional steel, prefabricated structures, building systems, interior design & decoration, wall and floor coverings - bathroom-kitchen equipment, doors & accessories, electricity, lighting, automation, insulation, construction chemicals, paint, roof, joinery (doors - windows), façade, automatic doors - access systems, sun protection, rough construction, installation, elevator, landscaping, and software attended the exhibition.

Stating that Yapı - Turkeybuild mirrors the building and construction materials industry in our country as an international platform for 42 years, ITE EMEA Regional Director Kemal Ülgen shared his opinions: "Export seems to be an important way-out for building industry in the year 2019. Export volume of construction materials is expected to increase by 7-8% and reach around 23 billion dollars. Market conditions are expected to improve in export markets for all sub-sector groups. Unlike other years, two developments are expected in the domestic market. One of them is the comeback of the renewal market with the decrease in demand for the new construction works, and the other is the increase of the supply in the domestic market as a result of the limited exporting activities due to the exchange rates. In the middle of this transformation, the pulse of the construction industry beats in Yapı - Turkeybuild. As Yapı - Turkeybuild Istanbul, we will continue to support the ever-increasing value of the building and construction industries with each passing day.”

MORE THAN 240 BUYERS COME TOGETHER IN VIP HOSTED BUYER PROGRAMS

As in the previous years, the exhibition hosted more than 240 hosted buyers from the countries such as Algeria, Azerbaijan, Georgia, Germany, Iraq, Morocco, Palestine, Saudi Arabia, Tunisia, Uganda, United Arab Emirates, Nigeria, and India. With the ITE Connect Matching Program (Matchmaking System), all the exhibitors and buyers held more than 1,200 meetings and had the chance to start new partnerships by networking effectively and quickly for free through smartphones and web application this year as well.

IMPORTANT COOPERATION FOR RENEWAL MARKET REGARDING TOURISM AND CONSTRUCTION INDUSTRIES

In the "Tourism and Construction" session held on the first day of the exhibition, the previous year of the industry was addressed and analyzed from material, construction, economy, and planning perspectives with the participation of the Association of Turkish Construction Material Producers President Ferdi Erdoğan, Secretary General of Turkish Tourism Investors Association Fatih Tokatlı, General Manager of Türkiye Emlak Katılım Bankası Deniz Aksoy, and Turk Eximbank Head of Marketing Department Gülpervin Curaoğlu. In addition, an important cooperation announcement regarding the tourism industry was shared with the audience in the session. As part of the cooperation, members of Turkey's IMSAD came together with TTYD (Turkish Tourism Investors Association) members representing the tourism investors and addressed the innovation needs of the industry in order to ensure the use of safe, healthy, environmentally friendly, and energy efficient products in tourism facilities. The exhibition offered information and entertainment together for 5 days with various sessions and seminar programs.

Organization's stand-out speakers MX3D CEO Gijs Van Der Velden and Founder of NLE, Architect, Designer and Urban Researcher Kunle Adeyemi come together in the talk titled as "Kalebodur Talks With Architects." Underlining that innovation-based system will become the future of the design, Gijs Van Der Velden stated; "New developments must be tracked all the time. ‘Digital design’ has a very important place in today's world. We use this technology as a tool on buildings as intermediary agents. Prior to the design, we collect all materials together, perform tests, and continue our activities in the works that we get positive results. Roboticization continues to develop in design as well as in all other fields. We come together and work with many professionals in this field to obtain better results. ” Highlighting that urbanization should be planned, Kunle Adeyemi shared his views as; “Humanity's relationship with the environment is growing in parallel in mega-cities and large communities. Urbanization, climate changes, and varying major urban challenges need to be addressed. Digital technologies play an important role in architectural processes and production to the extent that they add value and support solutions.”

Many brands have already booked for the 43rd Yapı – Turkeybuild Istanbul, which is the international meeting point of the building industry, that will be held between 18-20 April in 2020.

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23/09/2020 07:10:00 Pre-close trading update and further cost savings

Strong financial position to navigate COVID-19 crisis

Hyve Group plc today announces a trading update for the year ending 30 September 2020, prior to entering its close period and ahead of its preliminary results announcement on 1 December 2020.

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.
29/07/2020 07:00:00 Q3 Trading Update

Cost savings above projections, interim insurance payments and successful rights issue provide strong financial platform to weather COVID-19

Hyve Group plc today announces an update on trading and its continued response to the COVID-19 pandemic.

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.
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.