REG - Blackstone Eur LLP Hipgnosis Songs Fund - Response to Announcement Regarding Hipgnosis

Hipgnosis Songs FundAnnouncement

25/04/2024 09:15

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RNS Number : 0195M  Blackstone Europe LLP  25 April 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS 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 THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

FOR IMMEDIATE RELEASE

 

25 April 2024

 

Response to Announcement regarding Hipgnosis Songs Fund Limited ("Hipgnosis")

 

Blackstone Europe LLP, acting as sub-advisor to the Blackstone Funds (together
with its affiliates "Blackstone") notes the announcement from Concord Chorus
Limited ("Concord Bidco") regarding its recommended cash offer for Hipgnosis
at a price of US$1.25 per share (the "Concord Offer").

 

Blackstone strongly advises Hipgnosis shareholders to take no action and is
considering its options. A further announcement will be made in due course.

 

 

 For further information please contact:
 Jefferies International Limited - Financial Adviser to Blackstone        +44 207 029 8000

 Philip Noblet / Chris Cottrell / Harry Le May / Stuart Klein

 Teneo - Financial PR to Blackstone                                       +44 207 260 2700

 James Macey White / Ed Cropley                                           +44 7769 155 178

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

 

Further information

This announcement is not intended to, and does not, constitute or form part of
any 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 this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore, any person who is subject to the laws of any
jurisdiction other than the United Kingdom will need to inform themselves
about, and observe, any applicable requirements. Any failure to comply with
such requirements may constitute a violation of the securities laws or
regulations of the relevant jurisdictions.

Notice related to financial adviser

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial adviser to Blackstone and no one else in connection
with the matters set out in this announcement and will not be responsible to
anyone other than Blackstone for providing the protections afforded to clients
of Jefferies nor for providing advice in relation to the matters set out in
this announcement. Neither Jefferies 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 Blackstone in connection with this announcement, any statement
contained herein or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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 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 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 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.

Rule 2.4 information

In accordance with Rule 2.4(c)(iii) of the Code, Blackstone confirms that it
is not aware of any dealings in Hipgnosis shares that would require it to
offer a minimum level, or a particular form, of consideration under Rule 6 or
Rule 11 of the Code. However, it has not been practicable for Blackstone to
make enquiries of all persons acting in concert with it prior to the date of
this announcement in order to confirm whether any details are required to be
disclosed under Rule 2.4(c)(iii) of the Code. To the extent that any such
details are identified following such enquiries, Blackstone will make an
announcement disclosing such details as soon as practicable, and in any event
by no later than the time it is required to make its Opening Position
Disclosure under Rule 8.1 of the Code.

Publication on Website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on Blackstone's website announcement-documents.com (subject to
certain restrictions relating to persons resident in restricted jurisdictions)
promptly and in any event by no later than 12 noon (London time) on the
business day following the date of this announcement. The content of any
website referred to in this announcement is not incorporated into, and does
not form part of, this announcement.

 

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