TIDM7DIG
RNS Number : 4181R
7digital Group PLC
01 March 2023
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 AS STIPULATED
UNDER THE MARKET ABUSE REGULATION NO . 596/2014 (AS INCORPORATED
INTO UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
AS AMED BY VIRTUE OF THE MARKET ABUSE (AMMENT) (EU EXIT)
REGULATIONS 2019) . 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
1 March 2023
RECOMMED CASH OFFER
for
7DIGITAL GROUP PLC ( "7DIGITAL")
by
SONGTRADR, INC. ( "SONGTRADR")
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER PART 26 OF THE COMPANIES ACT 2006
Publication and posting of the Scheme Document
On 8 February 2023, the boards of directors of 7digital and
Songtradr announced that they had reached agreement on the terms of
a recommended cash offer to be made by Songtradr for the entire
issued and to be issued ordinary share capital of 7digital (the
"Offer").
It was also announced that the Offer would be effected by means
of a Court-sanctioned scheme of arrangement between 7digital and
its shareholders under Part 26 of the Companies Act 2006 (the
"Scheme") and be subject to the terms and conditions set out in the
scheme document relating to the Offer (the "Scheme Document").
7digital and Songtradr are pleased to announce that the Scheme
Document, together with the related Forms of Proxy, are today being
posted, or made available, to 7digital Shareholders and, for
information purposes only, to persons with information rights,
those holding options over 7digital Shares and the holder of the
Warrants. The Scheme Document contains, amongst other things, a
letter from the Chairman of 7digital, the full terms and conditions
of the Scheme and the Offer, an explanatory statement in compliance
with section 897 of the Companies Act 2006, formal notices
convening the Court Meeting and the General Meeting, an expected
timetable of principal events and details of the action to be taken
by 7digital Shareholders. 7digital Shareholders should carefully
read the Scheme Document in its entirety before making a decision
with respect to the Offer.
Copies of this announcement and the Scheme Document, together
with information incorporated into it by reference to external
sources, and the proposals being made to holders of Options and the
holder of the Warrants, will be available free of charge (subject
to certain restrictions relating to persons in certain overseas
jurisdictions) on 7digital's website at:
https://www.7digital.com/investors/ and on Songtradr's website at:
https://www.songtradr.com/investors/ from no later than 12 noon
(London time) on 2 March 2023 up to and including the Effective
Date. The contents of these websites are not incorporated into, and
do not form part of, this announcement.
Unless otherwise defined herein, all capitalised terms used in
this announcement shall have the meanings given to them in the
Scheme Document.
Notices of the Court Meeting and General Meeting
As described in the Scheme Document, in order to become
Effective, the Scheme requires, among other things: (i) the
approval by a majority in number of Scheme Shareholders present and
voting (and entitled to vote), either in person or by proxy, at the
Court Meeting, representing not less than 75 per cent. in value of
the Scheme Shares held by such Scheme Shareholders present and
voting at the Court Meeting (or any adjournment thereof); and (ii)
7digital Shareholders passing the Special Resolution to be proposed
at the General Meeting. The Scheme must also be sanctioned by the
Court. The Scheme is also subject to the satisfaction or waiver of
the Conditions and further terms that are set out in the Scheme
Document.
Notices of the Court Meeting and the General Meeting, which will
each be held at the offices of Charles Russell Speechlys LLP at 5
Fleet Place, London EC4M 7RD on Thursday, 23 March 2023 are set out
in the Scheme Document. The Court Meeting is expected to start at
10.00 a.m. (and the General Meeting at 10.15 a.m. or as soon
thereafter as the Court Meeting is concluded or adjourned).
The 7digital Directors, who have been so advised by Strand
Hanson Limited ( " Strand Hanson " ), the Company's financial
adviser, as to the financial terms of the Offer, consider the terms
of the Offer to be fair and reasonable . In providing its advice to
the 7digital Directors, Strand Hanson has taken into account the
commercial assessments of the 7digital Directors . Strand Hanson is
providing independent financial advice to the 7digital Directors
for the purposes of Rule 3 of the Takeover Code . In addition, the
7digital Directors consider that the Offer is in the best interests
of 7digital and the 7digital Shareholders as a whole .
Accordingly, the 7digital Directors unanimously recommend that
Scheme Shareholders vote or procure votes in favour of the Scheme
at the Court Meeting and that 7digital Shareholders vote or procure
votes in favour of the Special Resolution to be proposed at the
General Meeting, as the 7digital Directors who currently hold or
control 7digital Shares have irrevocably undertaken so to do (or
procure to be done) in respect of their own beneficial
shareholdings (or the shareholdings they control), amounting, in
aggregate, to 1,190,557,434 7digital Shares (representing
approximately 43.74 per cent. of the existing issued ordinary share
capital of 7digital and approximately 48.89 per cent. of the Scheme
Shares on the Latest Practicable Date).
IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS
POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS
A FAIR AND REASONABLE REPRESENTATION OF SCHEME SHAREHOLDERS'
OPINIONS . SHAREHOLDERS ARE THEREFORE STRONGLY URGED TO COMPLETE,
SIGN AND RETURN THEIR FORMS OF PROXY OR APPOINT THEIR PROXIES
ONLINE VIA THE RECEIVING AGENT'S WEBSITE OR APPOINT THEIR PROXIES
THROUGH THE CREST PROXY APPOINTMENT SERVICE (AS APPROPRIATE) AS
SOON AS POSSIBLE .
Timetable
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also set out in the
Appendix to this announcement. Subject to obtaining the requisite
approval of Scheme Shareholders at the Court Meeting and 7digital
Shareholders at the General Meeting, the sanction of the Court and
the satisfaction or, where applicable, the waiver of the other
Conditions (as set out in the Scheme Document), the Scheme is
expected to become Effective on 30 March 2023.
The last day of dealings in, and for registrations of transfers
of, 7digital Shares (other than the registration of the transfer of
the Scheme Shares to Songtradr pursuant to the Scheme) on AIM is
expected to be on 29 March 2023 and no transfers will be registered
after the Scheme Record Time, which is expected to be 6.00 p.m. on
29 March 2023. It is also intended that dealings in 7digital Shares
will be suspended with effect from 7.30 a.m. on 30 March 2023.
7digital has also made an application to AIM for the cancellation
of the admission to trading of 7digital Shares on AIM, which is
expected to take effect at 7.00 a.m. on 31 March 2023.
The dates and times given above are indicative only and are
based on 7digital's current expectations and may be subject to
change. If any of the expected times and/or dates set out in the
timetable change, 7digital will give notice of the revised times
and/or dates to 7digital Shareholders by issuing an announcement
through a Regulatory Information Service. Such announcement will
also be made available on 7digital's website at:
https://www.7digital.com/investors/ .
Shareholder Helpline
If shareholders have any questions relating to the Scheme
Document (or any information incorporated by reference into such
document), the Meetings or the completion and return of the Forms
of Proxy, they should telephone Neville Registrars on 0121 585 1131
from within the UK or on +44 (0)121 585 1131 if calling from
outside the UK. Calls are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. The helpline is open
between 9.00 a.m. and 5.00 p.m. UK time, Monday to Friday excluding
public holidays in England and Wales. Different charges may apply
to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. The helpline
cannot provide advice on the merits of the Offer nor give any
financial, legal or tax advice.
Enquiries :
7digital c/o +44 (0)20 4582 3500
Paul Langworthy, CEO
Strand Hanson Limited (Financial Adviser and +44 (0)20 7409
3494
Nominated Adviser to 7digital)
James Dance
Matthew Chandler
Richard Johnson
James Harris
Gracechurch Group (Financial PR to 7digital ) +44 (0)20 4582
3500
Harry Chathli
Claire Norbury
Songtradr +1 424 744 8190
Paul Wiltshire, CEO
Liberum Capital Limited (Financial Adviser to Songtradr) +44
(0)20 3100 2000
Tim Medak
Kate Bannatyne
Cara Murphy
Further information
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the UK by the FCA, is acting as financial adviser to
Songtradr and no-one else in connection with the Offer and other
matters described in this announcement and will not be responsible
to anyone other than Songtradr for providing the protections
afforded to clients of Liberum nor for providing advice in
connection with the Offer and other matters referred to herein.
Neither Liberum 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 Liberum in connection with this
announcement, any statement contained herein, the Offer or
otherwise.
Strand Hanson Limited ("Strand Hanson"), which is authorised and
regulated in the UK by the FCA, is acting as nominated adviser and
financial adviser to 7digital and no one else in connection with
the Offer and other matters described in this announcement and will
not be responsible to anyone other than 7digital for providing the
protections afforded to clients of Strand Hanson nor for providing
advice in connection with the Offer and other matters referred to
herein. Neither Strand Hanson 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 Strand Hanson in
connection with this announcement, any statement contained herein,
the Offer or otherwise.
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an 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 the Offer or otherwise, nor shall there
be any sale, issuance or transfer of securities of 7digital in any
jurisdiction in contravention of applicable law. The Offer is being
implemented solely by means of the Scheme Document (or, if the
Offer is implemented by way of a Takeover Offer, the Offer
Document) which contains the full terms and conditions of the Offer
including details of how to vote in respect of the Offer. Any vote
in respect of the Scheme or other response in relation to the Offer
should be made only on the basis of the information contained in
the Scheme Document. This announcement does not constitute a
prospectus, prospectus equivalent document or an exempted
document.
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 other 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 in the relevant jurisdiction .
Overseas Shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with such requirements 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 Offer disclaim any responsibility or liability for
the violation of such restrictions by any person. This announcement
has been prepared in accordance and for the purpose of complying
with English law, the Takeover Code, the AIM Rules, the Market
Abuse Regulation and the Disclosure Guidance and Transparency Rules
and information disclosed may not be the same as that which would
have been prepared in accordance with the laws of jurisdictions
outside of England.
The availability of the Offer to 7digital Shareholders who are
not resident in and citizens of the UK may be affected by the laws
of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the UK should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their 7digital Shares with respect to the Scheme at the Court
Meeting, or to appoint another person as proxy to vote at the Court
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to
comply with the applicable 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 Offer disclaim any responsibility or liability for
the violation of such restrictions by any person.
Unless otherwise determined by Songtradr or required by the
Takeover Code, and permitted by applicable law and regulation, the
Offer 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 from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including, without limitation, agents, custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Offer.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Notice to US investors in 7digital
The Offer relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under
English company law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer or proxy
solicitation rules under the US Exchange Act. Accordingly, the
Offer is subject to the disclosure requirements and practices
applicable in the UK to schemes of arrangement which differ from
the disclosure requirements of the US tender offer and proxy
solicitation rules. The financial information included in the
Scheme Document has been prepared in accordance with generally
accepted accounting principles of the United Kingdom and thus may
not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
It may be difficult for US holders of 7digital Shares to enforce
their rights and any claim arising out of the US federal laws,
since 7digital is located in a non-US jurisdiction, and some or all
of 7digital's officers and directors may be residents of a non-US
jurisdiction. US holders of 7digital Shares may not be able to sue
a non-US company or its officers or directors in a non-US court for
violations of the 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.
To the extent permitted by applicable law, in accordance with
normal UK market practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Songtradr, or its nominees or brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, 7digital Shares outside of the US, other
than pursuant to the Offer, until the date on which the Offer
becomes Effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices.
US 7digital Shareholders also should be aware that the
transaction contemplated herein may have tax consequences in the US
and, that such consequences, if any, are not described herein. US
7digital Shareholders are urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
this transaction.
Cautionary note regarding forward-looking statements
This announcement (including any information incorporated by
reference in this announcement), oral statements made regarding the
Offer, and other information published by Songtradr and 7digital
contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Songtradr and 7digital about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the Offer on
Songtradr and 7digital (including their future prospects,
developments and strategies), the expected timing and scope of the
Offer and other statements other than historical facts. Often, but
not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects" or "does not
expect", "is expected", "is subject to", "budget", "projects",
"strategy", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although
Songtradr and 7digital believe that the expectations reflected in
such forward-looking statements are reasonable, neither Songtradr
nor 7digital can give assurance that such expectations will prove
to be correct. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Offer; the ability to obtain any requisite regulatory
and shareholder approvals and the satisfaction of other Conditions
on the proposed terms and schedule; future market conditions,
changes in general economic and business conditions, the behaviour
of other market participants, the anticipated benefits from the
proposed transaction not being realised as a result of changes in
general economic and market conditions in the countries in which
Songtradr and 7digital operate, weak, volatile or illiquid capital
and/or credit markets, changes in tax rates, interest rate and
currency fluctuations, the degree of competition in the geographic
and business areas in which Songtradr and 7digital operate and
changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results
to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in
light of such factors. Neither Songtradr nor 7digital, nor any of
their respective associates or directors, officers 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. You are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations, neither Songtradr nor 7digital is
under any obligation, and Songtradr and 7digital expressly disclaim
any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
No profit forecasts, estimates or quantified financial benefits
statements
No statement in this announcement is intended, or is to be
construed, as a profit forecast, profit estimate or quantified
financial benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or
earnings per share for 7digital for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for 7digital.
Right to switch to a Takeover Offer
Songtradr reserves the right to elect, with the consent of the
Panel, to implement the Offer by way of a Takeover Offer as an
alternative to the Scheme. In such event, such Takeover Offer will
be implemented on substantially the same terms and conditions, so
far as applicable, as those which apply to the Scheme subject to
appropriate amendments to reflect the change of method of effecting
the Takeover Offer.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 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% 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 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.
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 of this announcement on websites
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on 7digital's website at
https://www.7digital.com/investors/ and on Songtradr's website at
https://www.songtradr.com/investors/ by no later than 12 noon
(London time) on the Business Day following this announcement, in
accordance with Rule 26.1 of the Takeover Code.
For the avoidance of doubt, the contents of these websites are
not incorporated by reference and do not form part of this
announcement.
Requesting hard copy documents
Any person entitled to receive a copy of documents,
announcements and information relating to the Offer is entitled to
receive such documents in hard copy form free of charge. A person
may also request that all future documents, announcements and
information in relation to the Offer are sent to them in hard copy
form. Hard copies of such documents, announcements (including this
announcement), and information will not be sent unless
requested.
In accordance with Rule 30.3 of the Takeover Code, 7digital
Shareholders, persons with information rights, participants in the
7digital Share Plan and the holder of the Warrants may request a
hard copy of this announcement by contacting the Receiving Agent,
Neville Registrars Limited, on 0121 585 1131 from within the UK or
on +44 (0) 121 585 1131 if calling from outside the UK. Calls are
charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 9.00 a.m. and 5.00 p.m.,
Monday to Friday excluding public holidays in England and Wales or
by submitting a request in writing to the Receiving Agent at
Neville Registrars Limited, Neville House, Steelpark Road,
Halesowen, B62 8HD. 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. Such persons may
also request that all future documents, announcements and
information to be sent to them in relation to the Offer should be
in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by 7digital Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from 7digital may be provided to Songtradr or any
other offeror 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.
Person responsible
The person responsible for arranging the release of this
announcement on behalf of 7digital is Paul Langworthy.
General
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 other 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 in the relevant jurisdiction.
APPENDIX : EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown in this announcement are London time unless
otherwise stated. All dates and times are based on 7digital's and
Songtradr's current expectations and are subject to change. If any
of the dates/or times in this expected timetable change, the
revised dates and/or times will be notified to 7digital
Shareholders by announcement through a Regulatory Information
Service, with such announcement also being made available on
7digital's website at https://www.7digital.com/investors/ .
Event Time and/or date
2023 (1)
Publication of the Scheme Document 1 March
Latest time for lodging the Blue Form of Proxy 10.00 a.m. on 21
for the Court Meeting March (2)
Latest time for lodging the White Form of 10.15 a.m. on 21
Proxy for the General Meeting March
Voting Record Time 6.00 p.m. on 21 March
(3)
Court Meeting 10.00 a.m. on 23
March
General Meeting 10.15 a.m. on 23
March (4)
The following dates and times are indicative
only and are subject to change :
Scheme Court Hearing 28 March
Last day of dealings in, and for registrations 29 March (5)
of transfers of, and disablement of 7digital
Shares in CREST
Scheme Record Time 6.00 p.m. on 29 March
Suspension of dealings in 7digital Shares 7.30 a.m. on 30 March
on AIM
Effective Date of the Scheme (6) 30 March
Cancellation of admission to trading of 7digital 7.00 a.m. on 31 March
Shares on AIM
Despatch of cheques and crediting of CREST Within 14 days of
accounts for the Cash Consideration due under the
the Scheme Effective Date
The date by which the Scheme must become unconditional 31 July (7)
and effective, failing which it will lapse
Notes:
(1) These times and dates are indicative only and will depend,
among other things, on the dates upon which (i) the Conditions are
satisfied or (where permitted) waived, (ii) the Court sanctions the
Scheme and (iii) the Court Order is delivered to the Registrar of
Companies. 7digital will announce any changes to these dates
through a Regulatory Information Service.
Participants in the 7digital Share Plan and the holder of the
Warrants will be contacted separately on or around the date of this
announcement to inform them of the effect of the Scheme on their
rights under the 7digital Share Plan and their Warrants, including
details of any appropriate proposals being made and dates and times
relevant to them.
(2) It is requested that Blue Forms of Proxy for the Court
Meeting be lodged not later than 48 hours prior to the time
appointed for the Court Meeting (noting that, in taking account of
this 48 hour period, no account shall be taken of any part of a day
that is not a working day). Blue Forms of Proxy not so lodged may
be handed to 7digital's Receiving Agent or the Chairman of the
Court Meeting before the start of the Court Meeting.
White Forms of Proxy must be lodged not later than 48 hours
prior to the time appointed for the General Meeting (noting that,
in taking account of this 48 hour period, no account shall be taken
of any part of a day that is not a working day). White Forms of
Proxy not returned so as to be received by the time mentioned above
and in accordance with the instructions on the White Form of Proxy
will be invalid unless the 7digital Directors direct otherwise.
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day which is two Business Days
prior to the time of the adjourned Meeting.
(4) To commence at 10.15 a.m. or as soon thereafter as the Court
Meeting shall have concluded or been adjourned.
(5) 7digital Shares will be disabled in CREST from 6.00 p.m. on
29 March 2023.
(6) The Scheme will become effective pursuant to its terms upon
the Court Order being delivered to the Registrar of Companies.
(7) This is the latest date by which the Scheme may become
effective unless 7digital and Songtradr agree (and, if required,
the Panel and the Court permit) a later date.
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END
SOABVLLLXLLLBBE
(END) Dow Jones Newswires
March 01, 2023 02:00 ET (07:00 GMT)
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