Blackstone Europe Hipgnosis Songs Fund - Extension To Deadline For Posting Offer Document

Hipgnosis Songs Fund

24/05/2024 11:11

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240524:nRSX8566Pa&default-theme=true

RNS Number : 8566P  Blackstone Europe LLP  24 May 2024

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)                         +44 207 029 8000

 Philip Noblet / Chris Cottrell / Harry Le May / Stuart Klein
 Teneo (Financial PR Adviser to Bidco and Blackstone)                          +44 207 260 2700

 James Macey White / Ed Cropley
 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 Adviser 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

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
(http://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 (http://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
(https://communications.singercm.com/p/4UWI-EVY/blackstone-recommended-offer-hipgnosis)
and Bidco's website at https://www.announcement-documents.com/
(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 -

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPBZLFLZELFBBB