NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
FOR IMMEDIATE
RELEASE
9 May 2024
CONCORD CHORUS LIMITED ("CONCORD
BIDCO")
STATEMENT REGARDING FINAL OFFER
FOR
HIPGNOSIS SONGS FUND LIMITED
("HIPGNOSIS")
Further to the announcements made by Concord
Bidco on 18 April 2024 and 24 April 2024 (the "Announcements") setting out the terms
of its all cash offer for the entire issued, and to be issued,
share capital of Hipgnosis, Concord Bidco confirms that its offer
of $1.25 per Hipgnosis Share is final and will not be
increased.
Capitalised terms used in this announcement,
unless otherwise defined, shall have the meanings given to them in
the Rule 2.7 Announcement.
Enquiries:
|
Concord
|
+1 629 401
3906
|
|
Kelly Voigt (SVP, Corporate
Communications)
|
|
|
|
|
|
Apollo
|
+44 20 7016
5000
|
|
Erin Clark
|
|
|
|
|
|
J.P. Morgan
Cazenove (Sole Financial Adviser to Concord
Bidco)
Jonty Edwards
Rupert Budge
Edward Hatter
Greg Slack
|
+44 203 493
8000
|
|
H/Advisors
Maitland (PR Adviser to Concord Bidco)
Neil Bennett
Jonathan Cook
|
+44 7900
000777
+44 7730
777865
|
Important
notices
J.P. Morgan
Securities LLC together with its affiliate J.P. Morgan Securities
plc, which conducts its UK investment banking business as J.P.
Morgan Cazenove and which is authorised in the United Kingdom by
the Prudential Regulation Authority (the "PRA") and regulated in the United
Kingdom by the PRA and the FCA (together, "J.P. Morgan Cazenove") is acting as
financial adviser exclusively to Concord Bidco and no one else in
connection with the Acquisition and will not regard any other
person as their client in relation to the Acquisition and will not
be responsible to anyone other than Concord Bidco for providing the
protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, nor for providing advice in relation to the Acquisition
or any other matter or arrangement referred to
herein.
This
Announcement is for information purposes only and is not intended
to and does not constitute, or form part of, an offer to sell or an
invitation to purchase any securities or a solicitation of an offer
to buy, otherwise acquire, subscribe for, sell or otherwise dispose
of any securities pursuant to the Acquisition or otherwise, nor
shall there be any purchase, sale, issuance or exchange of
securities or such solicitation in any jurisdiction in which such
offer, invitation, solicitation, purchase, sale, issuance or
exchange is unlawful.
No person
should construe the contents of this Announcement as legal,
financial or tax advice. If you are in any doubt about the contents
of this Announcement or the action you should take, you are
recommended to seek your own independent financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or from an independent financial adviser duly authorised
under FSMA if you are resident in
the United Kingdom, or another appropriately authorised independent
financial adviser, if you are in a territory outside the United
Kingdom.
Overseas Shareholders
This
Announcement has been prepared for the purpose of complying with
Guernsey law, English law, the Takeover Code, the Market Abuse
Regulation, the Disclosure Guidance and Transparency Rules and the
Listing Rules and information disclosed may not be the same as that
which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside the
United Kingdom or Guernsey. Nothing in this Announcement should be
relied on for any other purpose.
Publication of this Announcement on
websites and availability of hard copies
A copy of
this Announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Takeover Code will be
available, free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on
https://communications.singercm.com/p/4UWI-ETV/recommended-cash-offer-hipgnosis
and Concord Bidco's website at www.projectchorus.com by no
later than 12.00 p.m. on the Business Day following the date of
this Announcement.