THIS ANNOUNCEMENT AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4
OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT
CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM
OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER
MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR THE PURPOSES OF THE UK VERSION OF ARTICLE 7 OF REGULATION (EU)
NO 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR
THE PURPOSES OF MAR.
FOR IMMEDIATE RELEASE
LEI:
213800XJIPNDVKXMOC11
22 April 2024
Hipgnosis Songs Fund Limited (the
"Company")
Statement regarding proposal from
Blackstone
The Board of Hipgnosis (the "Board") notes the announcement by
Blackstone Europe LLP, acting as sub- advisor to the Blackstone
Funds (together with its affiliates "Blackstone") and confirms that it
yesterday received an improved proposal to acquire the entire
issued and to be issued share capital of Hipgnosis on the terms set
out in the Blackstone announcement (the "Proposal").
The Board, having reviewed the Proposal with
its financial adviser, Singer Capital Markets, has indicated to
Blackstone that the Proposal is at a value that it would be minded
to recommend to its shareholders should Blackstone announce a firm
intention to make an offer pursuant to Rule 2.7 of the Code on such
financial terms.
The Board and its advisers will continue to
provide Blackstone and its advisers access to confirmatory due
diligence, to enable Blackstone to announce a firm intention to
make an offer, as soon as possible.
There can be no certainty that a firm offer
will be made for the Company by Blackstone, nor as to the terms of
any such offer. Accordingly, shareholders are advised to take no
action at this time with regard to the approach by Blackstone. The
Hipgnosis Directors continue to recommend unanimously to Hipgnosis
shareholders the cash offer by Concord Chorus Limited, an entity
indirectly controlled by Alchemy Copyrights LLC. That
recommendation has not been withdrawn, qualified or
modified.
In accordance with paragraph 4(c) of Appendix 7
of the Code, the Takeover Panel will set the date by which
Blackstone must clarify its intentions with regard to any offer for
Hipgnosis.
A further announcement will be made by the
Board of Hipgnosis in due course.
For further information please
contact:
Hipgnosis Songs Fund Limited
Robert Naylor (Chairman) Via Singer
Capital Markets
|
+44 (0) 20 7496 3000
|
Singer Capital Markets - Sole Rule 3 Adviser, Financial
Adviser and Corporate Broker to Hipgnosis
James Moat / Alaina Wong / Sam
Butcher
|
+44 (0) 20 7496 3000
|
Shot Tower Capital LLC (Valuer and Strategic Advisor to
Hipgnosis)
David Dunn / Robert Law / Rick
Roebuck / Will Ponsi
|
+1 410 376 7900
|
Headland Consultancy - Financial PR
Susanna Voyle / Charlie
Twigg
|
+44 (0) 20 3805 4822
|
This is an announcement under Rule 2.4 of the
UK Takeover Code (the "Code") and does not constitute an
announcement of a firm intention to make an offer under Rule 2.7 of
the Code. This announcement is not intended to, and does not,
constitute or form part of any offer, invitation or solicitation of
any offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to this announcement
or otherwise. There can be no certainty that an offer will be made
nor as to the terms on which any offer might be made.
The release, publication or distribution of
this announcement in jurisdictions outside the United Kingdom may
be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe
such restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities law of any such
jurisdiction.
Singer Capital Markets Advisory LLP ("Singer
Capital Markets"), which is authorised and regulated in the United
Kingdom by the FCA, is acting as sole Rule 3 adviser, financial
adviser and corporate broker exclusively for Hipgnosis and no one
else in connection with the matters described in this Announcement
and will not be responsible to anyone other than Hipgnosis for
providing the protections afforded to clients of Singer Capital
Markets nor for providing advice in connection with the matters
referred to herein.
Disclosure
requirements of the Code
Under Rule 8.3(a) of the Code, any person who
is interested in 1% or more of any class of relevant securities of
an offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first
identified.
An Opening Position Disclosure must contain
details of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies
must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who
is, or becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to
acquire or control an interest in relevant securities of an offeree
company or a securities exchange offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made
by the offeree company and by any offeror and Dealing Disclosures
must also be made by the offeree company, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures
and Dealing Disclosures must be made can be found in the Disclosure
Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on Website
In accordance with Rule 26.1 of the Code, a
copy of this announcement will be available on
https://communications.singercm.com/p/4UWI-ETV/recommended-cash-offer-hipgnosis
(subject to certain restrictions relating to persons resident in
restricted jurisdictions) promptly and in any event by no later
than 12 noon (London time) on the business day following the date
of this announcement.
The content of any website referred to in this
announcement is not incorporated into, and does not form part of,
this announcement.