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 SUCH JURISDICTION.
24 May
2024
Recommended Cash
Offer
For Hipgnosis Songs Fund
Limited
By Lyra Bidco
Limited
Grant of Extension to
Deadline For Posting Offer Document
On 29 April 2024, the boards of directors of
Lyra Bidco Limited ("Bidco") and Hipgnosis Songs Fund
Limited ("Hipgnosis")
announced that they had reached agreement on the terms of a
recommended cash offer pursuant to which Bidco, a newly-formed
company indirectly wholly-owned by investment funds advised by
affiliates of Blackstone Inc. ("Blackstone"), would acquire the entire
issued and to be issued share capital of Hipgnosis (the
"Acquisition").
The Acquisition is to be effected by means of a
takeover offer for the purposes of section 337 of the Companies
(Guernsey) Law, 2008 (the "Companies Law"). It was also announced
on 29 April 2024 that it was expected that an offer document,
containing the conditions and further terms to which the
Acquisition will be subject and the expected timetable, as well as
the actions to be taken by Hipgnosis shareholders (the "Offer Document") would be posted to
Hipgnosis shareholders within 28 days of 29 April 2024. However,
with the consent of the Panel, there will be a short delay in the
posting of the Offer Document to Hipgnosis Shareholders and it will
post the Offer Document to Hipgnosis Shareholders no later than 3
June 2024.
Irrevocable undertakings
Bidco has today received irrevocable
undertakings from each of the Hipgnosis directors, and certain of
their connected persons, who are interested in Hipgnosis Shares in
relation to the Acquisition in respect of, in aggregate, 377,796
Hipgnosis Shares representing approximately 0.03 per cent. of the
issued share capital of Hipgnosis.
The board of
directors of Hipgnosis, 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 and
reiterate their recommendation that Hipgnosis shareholders accept
or procure acceptance of the Acquisition in respect of the shares
they hold.
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 Markets
|
+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 LLC (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.
Further information
Jefferies International Limited ("Jefferies"), which is authorised and
regulated in the UK by the FCA, is acting as financial adviser to
Blackstone and Bidco and no one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than Blackstone and Bidco for providing the
protections offered to clients of Jefferies or for providing advice
in connection with any matter referred to in this announcement.
Neither Jefferies nor any of its affiliates (nor their respective
directors, officers, 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 this
announcement, any statement contained herein, the Offer or
otherwise. No representation or warranty, express or implied, is
made by Jefferies as to the contents of this
announcement.
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.
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 Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Hipgnosis in any jurisdiction in contravention of
applicable law. The Acquisition will be implemented solely
pursuant to the terms of the Offer Document (or, if the Acquisition
is implemented by way of a scheme, the scheme document), which will
contain the full terms and conditions of the Acquisition, including
details of how to accept or procure acceptances in respect of the
Acquisition. Any response in relation to the Acquisition, or if the
Acquisition is implemented by way of a scheme, any vote in respect
of the Scheme should be made only on the basis of the information
contained in the Offer Document (or, if the Acquisition is
implemented by way of a scheme, the scheme document).
This announcement does not constitute a
prospectus, prospectus equivalent document or 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 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.
Overseas Shareholders
The release, publication or distribution of
this announcement in or into jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons who are
subject to the law of any jurisdiction other than the United
Kingdom 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
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This announcement has
been prepared in accordance with and for the purpose of complying
with English law, Guernsey law, the City Code on Takeovers and
Mergers (the "Takeover
Code"), 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 England.
The availability of the Acquisition to
Hipgnosis Shareholders who are not resident in and citizens of the
United Kingdom 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 United Kingdom should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. 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 Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any
person.
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, in whole or
in part, 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 Acquisition 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
Acquisition 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 it in or into or from any restricted
jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. Unless otherwise permitted by
applicable law and regulation, the Offer may not be made directly
or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any restricted jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities. Further details in relation to
overseas shareholders will be contained in the Offer Document (or,
if the Acquisition is implemented by way of a scheme, the scheme
document).
Further details in relation to Overseas
Shareholders will be included in the Offer Document (or, if the
Acquisition is implemented by way of a scheme, the scheme
document).
Notice to US holders of Hipgnosis
Shares
The Acquisition relates to the
shares of a Guernsey company with a listing on the London Stock
Exchange and is being made by means of takeover offer. A
transaction effected by means of a takeover offer or, if the
Acquisition is to be implemented by means of a Scheme, a scheme of
arrangement is not subject to the tender offer or proxy
solicitation rules under the U.S. Securities Exchange Act of 1934
(the "U.S. Exchange Act").
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in Guernsey to takeover
offers and schemes of arrangement which differ from the disclosure
requirements of the U.S. tender offer and proxy solicitation rules.
The financial information included in this announcement has been
prepared in accordance with generally accepted accounting
principles of the UK and thus may not be comparable to financial
information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
If, in the future, Bidco exercises
its right to implement the Acquisition by way of an Offer, which is
to be made into the United States, such Offer will be made in
compliance with the applicable U.S. laws and
regulations.
It may be difficult for U.S. holders of
Hipgnosis Shares to enforce their rights and any claim arising out
of the U.S. federal laws, since Bidco and Hipgnosis are located in
a non-U.S. jurisdiction, and some or all of their officers and
directors may be residents of a non-U.S. jurisdiction. U.S. holders
of Hipgnosis Shares may not be able to sue a non-U.S. company or
its officers or directors in a non-U.S. court for violations of the
U.S. securities laws. Further, it may be difficult to compel a
non-U.S. company and its affiliates to subject themselves to a U.S.
court's judgement.
In accordance with normal UK practice and Rule
14e-5(b) under the US Exchange Act, Bidco and its nominees or
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Hipgnosis Shares outside
the United States, other than pursuant to the Offer, before or
during the period in which the Offer remains open for acceptance.
Also, in accordance with Rule 14e-5(b) of the US Exchange Act,
Jefferies will continue to act as exempt principal trader in
Hipgnosis Shares on the London Stock Exchange. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases will be disclosed as required in the United Kingdom, will
be reported to a Regulatory Information Service of the FCA and will
be available on the London Stock Exchange website: www.londonstockexchange.com.
U.S. Hipgnosis Shareholders also should be
aware that the transaction contemplated herein may have tax
consequences in the U.S. and, that such consequences, if any, are
not described herein. U.S. Hipgnosis Shareholders are urged to
consult with legal, tax and financial advisers in connection with
making a decision regarding this transaction.
Dealing disclosure requirements
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 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 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, 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 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.
Forward-looking
statements
This announcement (including information
incorporated by reference in this announcement), statements made
regarding the Acquisition, and other information published by Bidco
and Hipgnosis 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
Bidco and Hipgnosis 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 Acquisition on Bidco and Hipgnosis (including their
future prospects, developments and strategies), the expected timing
and scope of the Acquisition 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
"prepares", "plans", "expects" or "does not expect", "is expected",
"is subject to", "budget", "projects", "synergy", "strategy",
"scheduled", "goal", "estimates", "forecasts", "cost-saving",
"intends", "target", "aims", "anticipates", "continues", 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. Forward looking statements may 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 Bidco's, Hipgnosis', any
member of the Bidco Group's or any member of the Hipgnosis Group's
operations and potential synergies resulting from the Acquisition;
and (iii) the effects of global economic conditions and
governmental regulation on Bidco's, Hipgnosis', any member of the
Bidco Group's or any member of the Hipgnosis Group's
business.
Although Bidco and Hipgnosis believe
that the expectations reflected in such forward-looking statements
are reasonable, Bidco and Hipgnosis can give no 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 Acquisition; the ability to
obtain requisite regulatory and shareholder approvals and the
satisfaction of other Conditions on the proposed terms and
schedule; changes in the global political, economic, business and
competitive environments and in market and regulatory forces;
changes in future exchange and interest rates; changes in tax
rates; future business combinations or disposals; changes in
general economic and business conditions; changes in the behaviour
of other market participants; changes in the anticipated benefits
from the Acquisition not being realised as a result of changes in
general economic and market conditions in the countries in which
Bidco and Hipgnosis operate, weak, volatile or illiquid capital
and/or credit markets, changes in tax rates, interest rate and
currency value fluctuations, the degree of competition in the
geographic and business areas in which Bidco and Hipgnosis 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 expected, estimated or projected in
the forward-looking statements. If any one or more of these risks
or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors. Neither Bidco nor Hipgnosis, 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.
Specifically, statements of
estimated cost savings and synergies related to future actions and
circumstances which, by their nature, involve risks, uncertainties
and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner
than estimated, or those achieved could be materially different
from those estimated. Due to the scale of the Hipgnosis Group,
there may be additional changes to the Hipgnosis Group's
operations. As a result, and given the fact that the changes relate
to the future, the resulting cost synergies may be materially
greater or less than those estimated.
Other than in accordance with their legal or
regulatory obligations, neither Bidco nor Hipgnosis is under any
obligation, and Bidco and Hipgnosis 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
benefits statements
No statement in this announcement is intended
as a profit forecast, profit estimate or quantified benefits
statement for any period and no statement in this announcement
should be interpreted to mean that earnings or earnings per share
for Hipgnosis for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Hipgnosis.
Electronic communications
Please be aware that addresses, electronic
addresses and certain other information provided by Hipgnosis
shareholders, persons with information rights 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.
Publication on website
In accordance with Rule 26.1 of the Takeover
Code, a copy of this announcement is and will be available free of
charge, subject to certain restrictions relating to persons
resident or located in certain restricted jurisdictions, for
inspection 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. (London time) on the business day
following the date of this announcement and until completion of the
Acquisition. For the avoidance of doubt, unless otherwise stated,
neither the contents of those websites nor the contents of any
website accessible from hyperlinks on those websites (or any other
websites referred to in this announcement) are incorporated into,
or form part of, this announcement.
Requesting
hard copy documents
In accordance with Rule 30.3 of the Takeover
Code, Hipgnosis Shareholders and persons with information rights
may request a hard copy of this announcement by contacting
Hipgnosis' registrars, Computershare Investor Services (Guernsey)
Limited, or by calling 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 5.30 p.m. (London time), Monday to Friday
(except public holidays in the UK and Guernsey). Please note that
Computershare Investor Services (Guernsey) Limited cannot provide
any financial, legal or tax advice. Calls may be recorded and
monitored for security and training purposes. For persons who
receive a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement will not be
sent unless so requested. Such persons may also request that all
future documents, announcements and information to be sent to them
in relation to the Acquisition should be in hard copy
form.
Rounding
Certain figures included in this announcement
have been subjected to rounding adjustments.
Disclaimer
The Acquisition will be subject to English law,
the jurisdiction of the Royal Court of Guernsey, and the applicable
requirements of the Guernsey Financial Services Commission, the
Companies Law, the Takeover Code, the Takeover Panel and the London
Stock Exchange.
- END -