REG - Alchemy Copyrights Hipgnosis Songs Fund Hipgnosis Songs-SOND Hipgnosis Songs-SONC - Rule 2.10 Disclosure - JOHCM

Hipgnosis Songs FundAnnouncement

23/04/2024 07:00

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RNS Number : 5880L  Alchemy Copyrights, LLC  23 April 2024

DISCLOSURE UNDER RULE 2.10(c) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE")

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.

FOR IMMEDIATE RELEASE

23 April 2024

RECOMMENDED CASH OFFER FOR

HIPGNOSIS SONGS FUND LIMITED ("HIPGNOSIS")

BY

CONCORD CHORUS LIMITED ("CONCORD BIDCO")

Update on the irrevocable undertaking given by J O Hambro Capital Management
Limited ("JO Hambro")

 

DISCLOSURE UNDER RULE 2.10(C) OF THE CODE

 

On 18 April 2024, the boards of Concord Bidco and Hipgnosis announced that
they had reached agreement on the terms of a recommended cash offer pursuant
to which Concord Bidco, a wholly-owned subsidiary of Alchemy Copyrights, LLC,
trading as Concord ("Concord"), will acquire the entire issued and to be
issued share capital of Hipgnosis (the "Acquisition") to be effected by means
of a Court-sanctioned scheme of arrangement between Hipgnosis and relevant
Hipgnosis Shareholders under Part 26 of the Companies Act 2006 (the "Scheme")
(the "Rule 2.7 Announcement").

Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the Rule 2.7 Announcement.

As set out in the Rule 2.7 Announcement, Concord Bidco had received certain
irrevocable undertakings to vote in favour of the Scheme at the Court Meeting
and in favour of the Resolution to be proposed at the General Meeting.

The irrevocable undertaking given by J O Hambro related to 20,453,123
Hipgnosis Shares, representing approximately 1.69 per cent of the issued share
capital of Hipgnosis as at the Latest Practicable Date.

On 22 April 2024, Concord Bidco was advised by J O Hambro that it had since
disposed of 5,417,761 of the Hipgnosis Shares subject to the irrevocable
undertaking (the "Sold Shares") and were no longer in a position to vote the
Sold Shares in favour of the Scheme at the Court Meeting and in favour of the
Resolution to be proposed at the General Meeting in relation to those
Hipgnosis Shares.

Therefore, the total number of Hipgnosis Shares which are subject to
irrevocable undertakings received by Concord Bidco in relation to Hipgnosis
shares has reduced to 279,827,676 Hipgnosis shares, representing approximately
23.14 per cent of the issued share capital of Hipgnosis as at the close of
business on 19 April 2024 (being the date prior to the date of this
announcement).

Enquiries:

 Concord                                                                       +1 629 401 3906

 Kelly Voigt (SVP, Corporate Communications)

 Apollo                                                                        +44 20 7016 5000

 Erin Clark
 J.P. Morgan Cazenove (Sole Financial Adviser to Bidco)                        +44 203 493 8000

 Jonty Edwards

 Rupert Budge

 Edward Hatter

 Greg Slack

 H/Advisors Maitland (PR Adviser to Bidco)

 Neil Bennett                                                                  +44 7900 000777

 Jonathan Cook                                                                 +44 7730 777865

 Hipgnosis                                                                     +44 207 496 3000

 Robert Naylor, Chairman

 Via Singer Capital Markets

 Singer Capital Markets (Sole Rule 3 Adviser, Financial Adviser and Corporate  +44 207 496 3000
 Broker to Hipgnosis)

 James Moat

 Alaina Wong

 Sam Butcher

 Jalini Kalaravy

 Shot Tower Capital LLC (Valuer and Strategic Advisor to Hipgnosis)            +1 410 376 7900

 David Dunn

 Robert Law

 Rick Roebuck

 Will Ponsi

 Headland Consultancy (PR Adviser to Hipgnosis)                                +44 203 805 4822

 Susanna Voyle

 Charlie Twigg

 

Important notices

J.P. Morgan Securities LLC together with its affiliate J.P. Morgan Securities
plc, which conducts its UK investment banking business as J.P. Morgan Cazenove
and which is authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the PRA and the
FCA (together, "J.P. Morgan Cazenove") is acting as financial adviser
exclusively to Bidco and no one else in connection with the Acquisition and
will not regard any other person as their client in relation to the
Acquisition and will not be responsible to anyone other than Bidco for
providing the protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, nor for providing advice in relation to the Acquisition or any
other matter or arrangement referred to herein.

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 to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, invitation, solicitation, purchase, sale, issuance or
exchange is unlawful. The Acquisition will be made solely by means of the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover
Offer, any document by which the Takeover Offer is made) and the accompanying
Forms of Proxy (or forms of acceptance, if applicable), which will contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the resolutions proposed in connection with the Acquisition. Any
vote, approval, decision in respect of, or other response to, the Acquisition
should be made only on the basis of the information contained in the Scheme
Document (or any other document by which the Acquisition is made by way of a
Takeover Offer).

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 the
release of this Announcement shall not give rise to any implication that there
has been no change in the facts set out in this Announcement since such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.

Hipgnosis Shareholders should not make any investment decision in relation to
the Acquisition except on the basis of the Scheme Document (or any other
document by which the Acquisition is made by way of a Takeover Offer).
Hipgnosis and Bidco urge Hipgnosis Shareholders to read the whole of the
Scheme Document when it becomes available because it will contain important
information relating to the Acquisition.

No person should construe the contents of this Announcement as legal,
financial or tax advice. If you are in any doubt about the contents of this
Announcement or the action you should take, you are recommended to seek your
own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or from an independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom, or another
appropriately authorised independent financial adviser, if you are in a
territory outside the United Kingdom.

Overseas Shareholders

This Announcement has been prepared for the purpose of complying with Guernsey
law, English law, the Takeover Code, the Market Abuse Regulation, the
Disclosure Guidance and Transparency Rules and the Listing Rules and
information disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with the laws
of jurisdictions outside the United Kingdom or Guernsey. Nothing in this
Announcement should be relied on for any other purpose.

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 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. Further
details in relation to Overseas Shareholders will be contained in the Scheme
Document. 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.

Unless otherwise determined by Hipgnosis 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, telex
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 in relation to Overseas Shareholders will be contained in the
Scheme Document.

Additional information for US 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, the Scheme Document 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 by Bidco and no
one else.

The financial information that is included in this Announcement or that may be
included in the Scheme Document, or any other documents relating to the
Acquisition, has 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 is
incorporated outside the United States, and its 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, shares in Hipgnosis 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.

Further details in relation to US investors will be contained in the Scheme
Document.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Concord, Apollo, Bidco or Hipgnosis contain
statements about Bidco and Hipgnosis and/or the Wider 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 Concord's, Apollo's or Hipgnosis' or the Wider Bidco Group's
operations and potential synergies resulting from the Acquisition; and (iii)
the effects of government regulation on Concord's, Apollo's or Hipgnosis' or
the Wider 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 to the Acquisition, 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 expressly 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.

Disclosure requirements of the City Code on Takeovers and Mergers

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)
applies must be made by no later than 3.30 p.m. (London time) on the 10(th)
Business Day (as defined in the Takeover Code) following the commencement of
the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time)
on the 10(th) Business Day (as defined in the Takeover Code) 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(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 (as defined
in the Takeover Code) 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 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.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel, to implement
the Acquisition by way of a Takeover Offer for the entire issued and to be
issued ordinary share capital of Hipgnosis as an alternative to the Scheme. In
such an event, the Takeover Offer will be implemented on the same terms or, if
Bidco so decides, on such other terms being no less favourable (subject to
appropriate amendments), so far as applicable, as those which would apply to
the Scheme and subject to the amendment referred to in Part B of Appendix 1 to
this Announcement.

Publication of this Announcement on websites and availability of hard copies

A copy of this Announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, free
of charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on
https://communications.singercm.com/p/4UWI-ETV/recommended-cash-offer-hipgnosis
and Bidco's website at www.projectchorus.com by no later than 12.00 p.m. on
the Business Day following the date of this Announcement.

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. 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 exact arithmetic aggregation of the figures that precede
them.

 

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