2.4 ANNOUNCEMENT
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.
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
20
April 2024
Statement regarding a
possible offer for Hipgnosis Songs Fund Limited (the
"Company")
Blackstone Europe LLP, acting as
sub-advisor to the Blackstone Funds (together with its affiliates
"Blackstone") notes the
recent speculation regarding Hipgnosis. Blackstone confirms that it
has made a series of proposals regarding a possible offer for the
entire issued and to be issued share capital of Hipgnosis (each, a
"Proposal"). Blackstone
furthermore notes Concord Chorus Limited's firm offer on 18 April
2024 to acquire the entire issued and to be issued share capital of
Hipgnosis (the
"Concord
Offer").
Blackstone has today made an
improved fourth proposal to acquire the entire issued and to be
issued share capital of Hipgnosis at a price of $1.24 per share in
cash (the "Fourth
Proposal"). Should Blackstone announce a firm intention to
make an offer for Hipgnosis pursuant to Rule 2.7 of the Code under
the terms of the Fourth Proposal (a "Firm Offer"), it is intended that such
a Firm Offer would be effected by means of a takeover offer as
defined in Chapter 3 of Part 28 of the Companies Act 2006. However,
Blackstone would reserve the right, pursuant to its rights under
the Code to implement any such Firm Offer by way of a scheme of
arrangement under Part 26 of the Companies Act 2006 should a Firm
Offer be announced.
Blackstone strongly encourages the Board of Hipgnosis to
recognise the significant increase in value available to all
shareholders under the terms of its Fourth Proposal, over the $1.16
as set out in the Concord Offer, and to work with Blackstone to
reach agreement on a unanimously recommended Firm Offer in an
expeditious manner.
Blackstone notes that under the
terms of the investment advisory agreement between Hipgnosis Song
Management Limited, as investment adviser ("HSM"), and Hipgnosis, dated 27 June
2018 (as amended) (the "IAA"), on termination of the IAA, HSM
has an option, exercisable at any point in time during the six
month period following the effective date of termination of the IAA
(the "Termination Date"),
to purchase from Hipgnosis the entire portfolio of songs held as at
the Termination Date (the "Option").
Blackstone and its portfolio company
HSM, having taken extensive legal advice, remain confident in the
enforceability of the Option. Blackstone is seeking to find a
positive outcome for all shareholders at a fair and reasonable
value; however, Blackstone and HSM value the contractual
protections under the IAA and will vigorously defend HSM's rights
pursuant to the Option if required to do so.
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.
Any capitalised terms otherwise not
defined in this announcement shall have the meaning given to them
in the IAA.
For further information please
contact:
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Jefferies International Limited - Financial Adviser to Blackstone
Philip Noblet / Chris Cottrell /
Harry Le May / Stuart Klein
Teneo - Financial PR to Blackstone
James Macey White / Ed
Cropley
Kirkland & Ellis International
LLP is acting as legal adviser to Blackstone.
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+44 207 029 8000
+44 207 260 2700
+44 7769 155 178
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Further information
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, or the
solicitation of any vote or approval in any jurisdiction, pursuant
to this announcement or otherwise. Any offer, if made, will be made
solely by certain offer documentation which will contain the full
terms and conditions of any offer, including details of how it may
be accepted.
The release, publication or
distribution of this announcement in jurisdictions other than the
United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore, any person who is subject to the laws of
any jurisdiction other than the United Kingdom will need to inform
themselves about, and observe, any applicable requirements. Any
failure to comply with such requirements may constitute a violation
of the securities laws or regulations of the relevant
jurisdictions.
Notice related to financial adviser
Jefferies International Limited
("Jefferies"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively as financial adviser to
Blackstone and no one else in connection with the matters set out
in this announcement and will not be responsible to anyone other
than Blackstone for providing the protections afforded to clients
of Jefferies nor for providing advice in relation to the matters
set out in this announcement. Neither Jefferies nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Blackstone in connection with this announcement, any statement
contained herein or otherwise.
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.
Rule 2.4 information
In accordance with Rule 2.4(c)(iii)
of the Code, Blackstone confirms that it is not aware of any
dealings in Hipgnosis shares that would require it to offer a
minimum level, or a particular form, of consideration under Rule 6
or Rule 11 of the Code. However, it has not been practicable for
Blackstone to make enquiries of all persons acting in concert with
it prior to the date of this announcement in order to confirm
whether any details are required to be disclosed under Rule
2.4(c)(iii) of the Code. To the extent that any such details are
identified following such enquiries, Blackstone will make an
announcement disclosing such details as soon as practicable, and in
any event by no later than the time it is required to make its
Opening Position Disclosure under Rule 8.1 of the Code.
Publication on Website
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be available on Blackstone's
website announcement-documents.com (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.