REG - Blackstone Europe Hipgnosis Songs Fund - Rule 19.6(b) Update

BlackstoneAnnouncement

30/05/2025 18:00

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RNS Number : 8618K  Blackstone Europe LLP  30 May 2025

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.

FOR IMMEDIATE RELEASE

30 May 2025

LYRA BIDCO LIMITED ("BIDCO")

(a wholly-owned indirect subsidiary of investment funds advised by affiliates
of

Blackstone Inc.)

 

Rule 19.6(b) update to stated post-offer intention statement with regard to
Hipgnosis Songs Fund Limited ("Hipgnosis")

 

Bidco announces that, further to the completion of its acquisition of
Hipgnosis on 29 July 2024 (the "Acquisition"), Bidco intends to take a certain
course of action which differs from those described in the statements of
intent made pursuant to Rule 2.7(c)(viii) and Rule 24.2(a)(i) of the City Code
on Takeovers and Mergers (the "Stated Intentions") which were set out in its
announcement of 29 April 2024, as reconfirmed in Bidco's announcement of a
revised offer on 3 June 2024 (collectively, the "2.7 Announcements") and the
scheme document published in connection with the Acquisition on 14 June 2024
(the "Scheme Document" and, together with the 2.7 Announcements, the "Offer
Documentation").

 

This announcement is required under Rule 19.6(b) of the City Code on Takeovers
and Mergers.

 

The Stated Intentions described that during a six- to nine-month period
following completion of the Acquisition, Bidco intended, as at the relevant
dates of the Offer Documentation, to conduct an evaluation to formulate a
detailed strategy for the Hipgnosis Group (the "Evaluation"). The Stated
Intentions further described that Bidco intended, as part of the Evaluation,
to formulate Bidco's strategy for Hipgnosis' US songs administration business,
Hipgnosis Songs Group LLC ("HSG"). Bidco intended, as at the relevant dates of
the Offer Documentation, to contemplate in the course of the Evaluation
continuing to hold HSG, making a disposal (or disposals) of HSG, and / or
restructuring HSG.

 

Following Bidco's initial period of ownership of Hipgnosis and during the
course of the Review, Bidco now considers that the appropriate course of
action in respect of HSG is a disposal during the 12 months following the
completion of the Acquisition (the "Disposal"). Bidco has therefore now
entered into a binding agreement in connection with the Disposal, regarding
the sale of HSG, which Disposal has also completed simultaneously with
entering into such agreement.

 

The Stated Intentions described that HSG had 34 employees as at the relevant
dates of the Offer Documentation and that HSG is the only entity within the
Hipgnosis Group which had employees. The Stated Intentions further described
that Bidco had no intentions, as at the relevant dates of the Offer
Documentation and subject to the outcome of the Evaluation and to the ultimate
course of action to be implemented regarding HSG, to reduce headcount in the
Hipgnosis Group. As at the date of this announcement and immediately prior to
the Disposal, Bidco still has no intentions to reduce headcount in the
Hipgnosis Group and has not agreed to carry out any headcount reductions in
accordance with the terms of the Disposal documentation.

 

Capitalised terms used in this announcement shall, unless otherwise defined,
have the meanings set out in Part 8 (Definitions) of the Scheme Document.

 

 

 

 

Enquiries

 Jefferies (Financial Adviser to Bidco and Blackstone)          +44 207 029 8000

 Philip Noblet / Chris Cottrell / Harry Le May / Stuart Klein
 Paternoster (Financial PR Adviser to Bidco and Blackstone)     +44 203 012 0241

 Tom Buchanan / Alistair Smith

Kirkland & Ellis International LLP is acting as legal adviser to Bidco
and Blackstone.

Important Notices

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.

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