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 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
14 June
2024
RECOMMENDED CASH OFFER
OF
HIPGNOSIS SONGS FUND LIMITED
("HIPGNOSIS")
BY
LYRA BIDCO LIMITED
("BIDCO")
(a newly-formed company indirectly
wholly-owned by investment funds advised by affiliates of
Blackstone Inc.)
to be implemented by
means of a Court-sanctioned scheme of arrangement
under Part VIII of the Companies (Guernsey) Law, 2008 (as amended)
(the "Companies
Law")
Recommended Cash Acquisition Update
& NAV Update
On 29 April 2024, the Bidco Board and Hipgnosis
Board jointly announced that they had reached agreement on the
terms of a recommended all cash acquisition pursuant to which
Bidco, a newly-formed company indirectly wholly-owned by investment
funds advised by Blackstone, would acquire the entire issued and to
be issued share capital of Hipgnosis. The Initial Offer was to be
effected by means of a takeover offer for the purposes of section
337 of the Companies Law.
On 3 June 2024, the Bidco Board and the
Hipgnosis Board announced that they had reached agreement on the
terms of an increased and revised recommended all cash acquisition
by Bidco in respect of the Acquisition. As further set out in the
Revised Offer Announcement, the Panel has granted its consent under
Section 8 of Appendix 7 of the Takeover Code for the Revised Offer
to be effected by means of a Court-sanctioned scheme of arrangement
between Hipgnosis and Scheme Shareholders under Part VIII of the
Companies Law.
Capitalised terms used in this announcement
shall, unless otherwise defined, have the meanings set out in
Part 8 of the Scheme Document (as defined
below).
Publication and posting of the Scheme Document
The Hipgnosis Board announces that
it has today published a circular in relation to the Acquisition
(the "Scheme Document"),
together with the Forms of Proxy for the Court Meeting and the
General Meeting and the Form of Election in relation to the
Currency Election Facility. The Scheme Document sets out, amongst
other things, the full terms and conditions of the Scheme, an
explanatory statement in compliance with Part VIII of the Companies
Law, an expected timetable of principal events, notices of the
Court Meeting and General Meeting, and details of the actions to be
taken by Hipgnosis Shareholders.
The expected timetable of principal
events is also set out at the end of this announcement.
Hard copies of the Scheme Document,
Forms of Proxy for the Court Meeting and the General Meeting, and
Form of Election have been posted today to Hipgnosis Shareholders
and, for information only, to persons with information rights.
Copies of the Scheme Document, Forms of Proxy, and Form of Election
will also be made available on
Hipgnosis' website
at
https://communications.singercm.com/p/4UWI-EVY/blackstone-recommended-offer-hipgnosis
and Bidco's website at https://www.announcement-documents.com/
later today. Copies of the Scheme Document have
been submitted to the National Storage Mechanism and will shortly
be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Notices of the Court Meeting and
General Meeting
As further detailed in the Scheme
Document, to become Effective, the Scheme requires, amongst other
things, the approval of a majority in number of Scheme Shareholders
present and voting, either in person or by proxy, at the Court
Meeting convened for 10:00 a.m. London time on 8 July 2024 (or any
adjournment thereof), representing not less than 75 per cent. of
the voting rights held by such Scheme Shareholders. The Scheme also
requires the passing of the Resolution to be proposed at the
General Meeting convened for 10:15 a.m. London time on 8 July 2024
(or as soon thereafter as the Court Meeting has concluded or been
adjourned) (or any adjournment thereof) by the requisite majority
of Hipgnosis Shareholders. Notices in respect of the Court Meeting
and the General Meeting, both of which will be held at the offices
of Shoosmiths LLP at 1 Bow Churchyard, London EC4M 9DQ, are
included in the Scheme Document and Forms of Proxy for use at such
meetings will be enclosed with the Scheme Document.
The Scheme further requires the
subsequent sanction of the Court at the Court Hearing (currently
expected to be held on 26 July 2024). The Scheme is also subject to
the satisfaction or waiver of the outstanding Conditions and to
certain further terms referred to in the Scheme
Document.
It
is important that, for the Court Meeting in particular, as many
votes as possible are cast (whether in person or by proxy) so that
the Court may be satisfied that there is a fair representation of
the opinion of Scheme Shareholders. You are therefore
strongly urged to sign and return your Forms of Proxy or appoint a
CREST proxy, and, in any event so the Form of Proxy or CREST proxy
appointment for the Court Meeting is received by 10:00 a.m. London
time on 4 July 2024 and for the General Meeting by 10:15 a.m.
London time on 4 July 2024. A Form of Proxy for the Court
Meeting not lodged by the relevant time may be handed in to the
chairman of the Court Meeting or emailed to and received by the
Registrar at externalproxyqueries@computershare.co.uk before the
start of the Court Meeting and will still be valid. However, a Form
of Proxy not lodged by the relevant time in respect of the General
Meeting will be invalid.
Scheme Shareholders should read the
Scheme Document in its entirety before making a decision in respect
of the Scheme.
Recommendation
The Hipgnosis Directors, who have
been so advised by Singer Capital Markets as to the financial terms
of the Acquisition, unanimously consider the terms of the
Acquisition to be fair and reasonable. In providing its advice to
the Hipgnosis Directors, Singer Capital Markets has taken into
account the commercial assessments of the Hipgnosis Directors.
Singer Capital Markets is providing independent financial advice to
the Hipgnosis Directors for the purposes of Rule 3 of the Takeover
Code.
For
the reasons set out above, the Hipgnosis Directors recommend
unanimously that Scheme Shareholders vote in favour of the Scheme
at the Court Meeting and Hipgnosis Shareholders vote in favour of
the Resolution at the General Meeting (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, that
Hipgnosis Shareholders accept or procure acceptance of the Takeover
Offer), and have irrevocably undertaken to do so in respect of
their own beneficial holdings totalling in aggregate 327,796
Hipgnosis Shares, representing approximately 0.027 per cent. of the
issued share capital of Hipgnosis (excluding treasury shares) as at
the Latest Practicable Date.
Delisting and cancellation of
admission to trading of Hipgnosis Shares
The Hipgnosis Shares are currently listed on the Premium Segment of
the Official List and admitted to trading on the Main Market of the
London Stock Exchange. As set out in the Scheme Document,
applications will be made for the cancellation of the listing of
the Hipgnosis Shares on the Official List and the cancellation of
trading of Hipgnosis Shares on the London Stock
Exchange.
It is intended that dealings in, and
registration of transfers of, Hipgnosis Shares (other than the
registration of the transfer of the Scheme Shares to Bidco pursuant
to the Scheme) will be suspended at 7.30 a.m. on the Effective Date
(currently expected to be 29 July 2024). It is further intended
that applications will be made to the London Stock Exchange to
cancel trading in the Hipgnosis Shares on the Main Market, and to
the Financial Conduct Authority to cancel the listing of the
Hipgnosis Shares on the Official List, in each case with effect
from or shortly following the Effective Date.
On the Effective Date, share
certificates in respect of Hipgnosis Shares shall cease to be valid
and entitlements to Hipgnosis Shares held within the CREST systems
shall be cancelled.
Helpline
If
you have any queries about the Scheme Document, the Court Meeting,
the General Meeting, or on the completion and return of the Forms
of Proxy, please contact the Registrar at Computershare Investor
Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road,
Bristol, BS99 6ZY on 0370 707 4040 or from overseas +44 370 707
4040 between 8.30 a.m. to 5.00 p.m. (London time) Monday to Friday
(excluding public holidays in the UK and Guernsey). Calls are
charged at the standard geographical rate and will vary by
provider. Calls outside the United Kingdom or Guernsey will be
charged at the applicable international rate. Please note that the
Registrar cannot provide any financial, legal or tax advice. Calls
may be recorded and monitored for security and training
purposes.
Unaudited Net Asset Value
The Board announces that the
unaudited net asset value ("NAV") of the Company as at 31 March
2024 is $1,436 million or $1.1880 per share (30 September 2023:
$1.0765 pence per share).
EXPECTED TIMETABLE OF PRINCIPAL
EVENTS
All times in this announcement (and in the
Scheme Document) are London times (as set out in the Scheme
Document), unless otherwise stated.
EVENT
|
TIME AND/OR DATE
|
Record date for the purposes of the despatch of
this document
|
12 June
2024
|
Despatch of this document and announcement on a
Regulatory Information Service
|
14 June
2024
|
Latest time for lodging Forms of Proxy for
the:
|
|
Court Meeting (blue Form of Proxy)
|
10:00 a.m. on
4 July 2024
|
General Meeting (white Form of
Proxy)
|
10:15 a.m. on
4 July 2024
|
Last day to trade on the London Stock Exchange
in order to be eligible to vote at the Court Meeting
|
5 July
2024
|
Scheme Voting Record Time for the Court Meeting
and the General Meeting
|
6.00 p.m. on
6 July 2024
|
Court
Meeting
|
10:00 a.m. on 8 July
2024
|
General
Meeting
|
10:15 a.m. on 8 July
2024
|
Results of the Court Meeting and the General
Meeting published on a Regulatory Information Service
|
8 July
2024
|
The
dates and times associated with the Scheme are subject to change
and will depend on, among other things, the date on which the
Conditions to the Scheme are satisfied or, if capable of waiver,
waived, and the date on which the Court sanctions the Scheme.
Should any of these dates change, Hipgnosis will give
adequate notice by issuing an announcement through a Regulatory
Information Service, with such announcement being made available on
Hipgnosis' website at
https://communications.singercm.com/p/4UWI-EVY/blackstone-recommended-offer-hipgnosis
and Bidco's website at https://www.announcement-documents.com/.
Further updates and changes to these times will be notified in the
same way.
|
Court Hearing
|
9.30 a.m. on 26 July
2024
|
Announcement in respect of the Scheme to be
published on a Regulatory Information Service
|
26 July
2024
|
Last time for receipt of Forms of Election or
TTE Instructions relating to the Currency Election
|
1.00 p.m. on 26 July
2024
|
Last day of dealings in, and for registration
of transfers of, Hipgnosis Shares on the London Stock Exchange, and
disablement of Hipgnosis Shares in CREST
|
26 July
2024
|
Scheme Record Time
|
6.00 p.m. on
26 July 2024
|
Suspension of listing of Hipgnosis Shares on
the Official List and of dealings in Hipgnosis Shares suspended on
the London Stock Exchange
|
7.30 a.m. on
29 July 2024
|
Effective Date of the Scheme
|
29 July
2024
|
Cancellation of listing of Hipgnosis Shares on
the Official List and of trading of Hipgnosis Shares on the London
Stock Exchange
|
By 8.00 a.m. on
30 July 2024
|
Latest date for despatch of cheques, electronic
payment and/or settlement through CREST to Hipgnosis Shareholders
in respect of the Cash Consideration
|
12 August
2024
|
Long Stop Date
|
5 November
2024
|
Enquiries
Jefferies (Financial Adviser to Bidco
and Blackstone)
Philip Noblet / Chris Cottrell /
Harry Le May / Stuart Klein
|
+44 207 029
8000
|
Teneo (Financial PR Adviser to
Bidco and Blackstone)
James Macey White / Ed
Cropley
|
+44 207 260
2700
|
Hipgnosis
Robert Naylor, Chairman via Singer
Capital Market
|
+44 207 496
3000
|
Singer Capital Markets (Sole Rule 3 Adviser, Financial Adviser
and Corporate Broker to Hipgnosis)
James Moat / Alaina Wong / Sam
Butcher / Jalini Kalaravy
|
+44 207 496
3000
|
Shot Tower Capital LLCs (Valuer and Strategic Adviser to
Hipgnosis)
David Dunn / Robert Law / Rick
Roebuck / Will Ponsi
|
+1 410 376
7900
|
Headland Consultancy (PR Adviser to
Hipgnosis)
Susanna Voyle / Charlie
Twigg
|
+44 203 805
4822
|
Kirkland & Ellis International LLP is
acting as legal adviser to Bidco and Blackstone in connection with
the Acquisition. Ogier (Guernsey) LLP is acting as Guernsey legal
adviser to Bidco.
Shoosmiths LLP is acting as UK legal adviser in
connection with the Acquisition. Carey Olsen (Guernsey) LLP is
acting as Guernsey legal adviser to Hipgnosis.
This announcement contains inside information in
relation to Hipgnosis for the purposes of Article 7 of the Market
Abuse Regulation. The person responsible for arranging the release
of this announcement on behalf of Hipgnosis is Robert Naylor.
Hipgnosis' Legal Entity Identifier is
213800XJIPNDVKXMOC11.
Important
Notices
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 the Scheme Document and 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 Scheme
Document or this announcement the matters referred to
therein.
Jefferies
International Limited ("Jefferies"), which is authorised and
regulated in the UK by the FCA, is acting exclusively as financial
adviser to Blackstone and Bidco and for no one else in connection
with the matters described in the Scheme Document and this
announcement and will not regard any other person as its client in
relation to the matters described in the Scheme Document and this
announcement and will not be responsible to anyone other than
Blackstone and Bidco for providing the protections offered to
clients of Jefferies nor for providing advice in relation to the
contents of the Scheme Document or in connection with the matters
referred to therein. Neither Jefferies nor any of its affiliates,
nor any of its or their respective directors, officers, partners,
employees or agents 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 Jefferies in connection with the Scheme Document,
any statement contained herein or otherwise.
Further
information
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of Hipgnosis
securities in any jurisdiction in contravention of applicable law.
The Acquisition will be made solely through the Scheme Document and
the accompanying Forms of Proxy and Currency Election, which
contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any approval,
decision or other response to the Acquisition should be made only
on the basis of the information in the Scheme Document. Hipgnosis
Shareholders are strongly advised to read the formal documentation
in relation to the Acquisition. Each Hipgnosis Shareholder is urged
to consult its independent professional adviser immediately
regarding the tax consequences to it (or its beneficial owners) of
the Acquisition.
The statements contained in this announcement are made as at
the date of this announcement, unless some other time is specified
in relation to them, and service of this announcement shall not
give rise to any implication that there has been no change in the
facts set forth in this announcement since such
date.
This announcement does not constitute a prospectus or
prospectus equivalent document.
Overseas
jurisdictions
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.
The release,
publication or distribution of this announcement in or into,
jurisdictions other than the United Kingdom or Guernsey may be
restricted by the laws and/or regulations of those jurisdictions
and therefore persons into whose possession this announcement comes
who are subject to the laws and/or regulations of any jurisdiction
other than the United Kingdom or Guernsey should inform themselves
about and observe any such applicable laws and/or regulations in
their jurisdiction. In particular, the ability of persons who are
not resident in the United Kingdom or Guernsey to vote their Scheme
Shares or Hipgnosis Shares (as applicable) with respect to the
Scheme at the Court Meeting or with respect to the Resolution at
the General Meeting, or to appoint another person as proxy to vote
at the Court Meeting or the General Meeting on their behalf, may be
affected by the laws of the relevant jurisdiction in which they are
located. Any failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. Further details are included in the Scheme
Document.
Unless
otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will
not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the Scheme by
any such use, means, instrumentality or form from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction. If the Acquisition is implemented by a Takeover Offer
(unless otherwise permitted by applicable law or regulation), the
Takeover Offer may not be made, directly or indirectly, in or into
or by use of the mails or any other means or instrumentality
(including, without limitation, facsimile, email or other
electronic transmission or telephone) of interstate or foreign
commerce of, or any facility of a national state or other
securities exchange, of any Restricted Jurisdiction and the
Takeover Offer will not be capable of acceptance by any such use,
means, instrumentality or facilities or from or within any
Restricted Jurisdiction. Further details are included in the Scheme
Document.
Each
Hipgnosis Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition.
The
statements contained in this announcement are not to be construed
as legal, business, financial or tax advice.
Additional information for
U.S. investors
Hipgnosis
Shareholders in the United States should note that the Acquisition
relates to the securities of a Guernsey company with a listing on
the London Stock Exchange and is proposed to be effected by means
of a scheme of arrangement provided for under, and governed by, the
Companies Law. This announcement and certain other documents
relating to the Acquisition have been or will be prepared in
accordance with Guernsey law, English law, the Takeover Code and UK
disclosure requirements, format and style, all of which differ from
those in the United States. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the procedural and
disclosure requirements and practices applicable to a scheme of
arrangement involving a target company organised in Guernsey and
listed on the London Stock Exchange, which differ from the
procedural and disclosure requirements of the United States tender
offer rules and proxy solicitation rules under the US Exchange Act.
If, in the future, Bidco exercises the right to implement the
Acquisition by way of a Takeover Offer and determines to extend the
offer into the United States, the Acquisition will be made in
compliance with applicable United States laws and regulations. Such
Takeover Offer would be made in the United States by Bidco and no
one else.
The financial
information that is included in this announcement or any other
documents relating to the Acquisition, have been or will be
prepared in accordance with IFRS and may not be comparable to
financial statements of companies in the United States or other
companies whose financial statements are prepared in accordance
with US generally accepted accounting principles.
The Hipgnosis
Shares have not been approved or disapproved by the Securities
Exchange Commission or any US state securities commission, nor have
any such authorities passed judgment upon the fairness or the
merits of the Acquisition or determined if this announcement is
accurate or complete. Any representation to the contrary is a
criminal offence in the United States.
US holders of
Hipgnosis Shares should also be aware that the transaction
contemplated herein may have tax consequences in the United States
and that such consequences, if any, are not described
herein. US holders of Hipgnosis Shares are urged
to consult with independent professional advisors regarding the
legal, tax and financial consequences of the Acquisition applicable
to them.
It may be
difficult for US holders of Hipgnosis Shares to enforce their
rights and claims arising out of US federal securities laws, since
Hipgnosis and Bidco are both incorporated outside the United
States, and their respective officers and directors may be
residents of, and some or all of their assets may be located in,
countries other than the United States. US holders of Hipgnosis
Shares may have difficulty effecting service of process within the
United States upon those persons or recovering against judgments of
US courts, including judgments based upon the civil liability
provisions of the US federal securities laws. US holders may not be
able to sue a non-US company or its officers or directors in a
non-US court for violations of US securities laws. Further, it may
be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's judgement.
In accordance
with normal practice in the UK and Guernsey and consistent with
Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated
companies and their nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, Hipgnosis Shares
outside the United States, other than pursuant to the Acquisition,
until the date on which the Acquisition and/or Scheme becomes
Effective, lapses or is otherwise withdrawn. If such purchases or
arrangements to purchase were to be made they would occur either in
the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US
Exchange Act. Any information about such purchases or arrangements
to purchase will be disclosed as required in the United Kingdom,
will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com.
Forward-looking
statements
This
announcement (including information incorporated by reference in
this announcement), oral statements made regarding the Acquisition,
and other information published by Bidco or Hipgnosis contain
statements about Bidco, the Hipgnosis Group or Bidco Group that are
or may be deemed to be forward-looking statements. All statements
other than statements of historical facts included in this
announcement, may be forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "hopes",
"projects", "continue", "schedule" or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Blackstone's or Hipgnosis' or the Hipgnosis Group or Bidco Group
operations and potential synergies resulting from the Acquisition;
and (iii) the effects of government regulation on Blackstone's or
Hipgnosis' or the Hipgnosis Group or Bidco Group's
business.
These
forward-looking statements are not based on historical fact and are
not guarantees of future performance. By their nature, such
forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied
in any forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely. These factors include,
but are not limited to, the satisfaction of or failure to satisfy
all or any of the Conditions, as well as additional factors, such
as changes in political and economic conditions, changes in the
level of capital investment, retention of key employees, changes in
customer habits, success of business and operating initiatives and
restructuring objectives, the impact of any acquisitions or similar
transactions, changes in customers' strategies and stability,
competitive product and pricing measures, changes in the regulatory
environment, fluctuations of interest and exchange rates and the
outcome of any litigation.
Neither Bidco
or Hipgnosis, nor any of their respective associates or directors,
officers, employees or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date of this announcement.
All subsequent oral or written forward-looking statements
attributable to Bidco or Hipgnosis or any of their respective
members, directors, officers, employees or advisers or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. Bidco and Hipgnosis disclaim any
obligation to update any forward-looking or other statements
contained in this announcement, except as required by applicable
law or by the rules of any competent regulatory authority, whether
as a result of new information, future events or
otherwise.
Dealing and opening position
disclosure requirements
Under Rule
8.3(a) of the Takeover Code, any person who is "interested" in 1
per cent. 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) of the Takeover Code
applies must be made by no later than 3.30 p.m. (London time) on
the 10th business day following the commencement of the Offer
Period and, if appropriate, by no later than 3.30 p.m. (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 Takeover Code, any person who is, or becomes,
interested in 1 per cent. 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,
save to the extent that these details have previously been
disclosed under Rule 8 of the Takeover Code. A Dealing
Disclosure by a person to whom Rule 8.3(b) of the Takeover Code
applies must be made by no later than 3.30 p.m. (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 of the Takeover
Code.
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 of the
Takeover Code).
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 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
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 Hipgnosis' website
at
https://communications.singercm.com/p/4UWI-EVY/blackstone-recommended-offer-hipgnosis
and Bidco's website
at https://www.announcement-documents.com/
by no later than 12.00 p.m.
on the Business Day following the date of this announcement. Except
as otherwise expressly referred to in this announcement, neither
the contents of these websites nor any website accessible from
hyperlinks is incorporated into or forms part of this
announcement.
No profit forecasts, profit
estimates or quantified benefits statements
No statement
in this announcement or incorporated by reference into this
announcement is intended to constitute a profit forecast, profit
estimate or quantified benefits statements for Hipgnosis or Bidco
for any period, nor should any statement in this announcement or
incorporated by reference into this announcement be interpreted to
mean that earnings or earnings per Hipgnosis Share for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per Hipgnosis
Share.
Right to receive hard
copies
In accordance
with Rule 30.3 of the Takeover Code, Hipgnosis Shareholders may
request a hard copy of this announcement by contacting the
Registrar, at Computershare Investor Services (Guernsey) Limited,
c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY
or on 0370
707 4040 or from overseas +44 370 707 4040. Calls are
charged at the standard geographical rate and will vary by
provider. Calls outside the United Kingdom or Guernsey will be
charged at the applicable international rate. Lines are open
between 8.30 a.m. to 5.00 p.m. (London time), Monday to Friday
(except public holidays in the UK and Guernsey). Please note that
the Registrar cannot provide any financial, legal or tax advice.
Calls may be recorded and monitored for security and training
purposes.
You may also
request that all future documents, announcements and information to
be sent to you in relation to the Acquisition should be in hard
copy form. If you have received this announcement in
electronic form, copies of this announcement and any document or
information incorporated by reference into this announcement will
not be provided unless such a request is made.
Electronic
communications
Please be
aware that addresses, electronic addresses and certain information
provided by Hipgnosis Shareholders and other relevant persons for
the receipt of communications from Hipgnosis may be provided to
Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the
Takeover Code.
Rounding
Certain
figures included in this announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same
category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures that precede them.
General
Bidco
reserves the right to elect to implement the Acquisition by way of
a Takeover Offer as an alternative to the Scheme, subject to the
Panel's consent and (while the A&R Cooperation Agreement is
continuing) to the terms of the A&R Cooperation Agreement. In
such an event, such Takeover Offer will be implemented on the same
terms and conditions, other than the price being increased to the
price of the Revised Offer, so far as is applicable and subject to
appropriate amendments, as those which would apply to the Initial
Offer, including the Acceptance Condition as set out in the
Announcement, of such number of Hipgnosis Shares as shall, when
aggregated with Hipgnosis Shares acquired or unconditionally agreed
to be acquired (whether pursuant to the Takeover Offer or
otherwise) by Bidco, represent Hipgnosis Shares carrying not less
than 55 per cent. of the voting rights then exercisable at a
general meeting of Hipgnosis Shareholders (or such lower percentage
as Bidco may decide), provided that Bidco shall hold or have
acquired or agreed to acquire (whether pursuant to the Takeover
Offer or otherwise) directly or indirectly, Hipgnosis Shares
carrying in aggregate more than 50 per cent. of the voting rights
then normally exercisable at a general meeting of Hipgnosis. If the
Acquisition is effected by way of a Takeover Offer, and such Offer
becomes or is declared unconditional and sufficient acceptances are
received in respect of such Takeover Offer, Bidco intends to
exercise its rights to apply the provisions of Part XVIII of the
Companies Law so as to acquire compulsorily the remaining Hipgnosis
Shares in respect of which the Offer has not been
accepted.
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 independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial
adviser.