REG - Blackstone Europe Hipgnosis Songs Fund - Average Market Exchange Rate

Hipgnosis Songs FundAnnouncement

08/08/2024 16:45

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RNS Number : 7887Z  Blackstone Europe LLP  08 August 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.
FOR IMMEDIATE RELEASE

 

8 August 2024

 

RECOMMENDED CASH OFFER

 

OF

 

HIPGNOSIS SONGS FUND LIMITED ("HIPGNOSIS")

 

BY

 

LYRA BIDCO LIMITED ("BIDCO")

 

(a newly-formed company indirectly wholly-owned by investment funds advised by
affiliates of Blackstone Inc.)

 

implemented by means of a Court-sanctioned scheme of arrangement

under Part VIII of the Companies (Guernsey) Law, 2008 (as amended) (the
"Companies Law")

 

Average Market Exchange Rate

 

On 3 June 2024, the Bidco Board and the Hipgnosis Board announced that they
had reached agreement on the terms of an increased and revised recommended all
cash acquisition by Bidco of the entire issued, and to be issued, ordinary
share capital of Hipgnosis (the "Acquisition"). The Acquisition was
implemented by means of a Court-sanctioned scheme of arrangement under Part
VIII of the Companies Law (the "Scheme"). The circular in relation to the
Scheme, including full details of the Acquisition was published on 14 June
2024 (the "Scheme Document").

 

On 26 July 2024, Hipgnosis and Bidco announced that the Scheme had become
Effective.

 

In accordance with the terms of the Scheme Document certain Hipgnosis
Shareholders have elected to receive the Cash Consideration payable to them in
Sterling at the Average Market Exchange Rate obtained by Bidco through one or
more market transactions over one or more Business Days following the Scheme
Record Time before the relevant payment date.

 

Bidco hereby confirms that the Average Market Exchange Rate it has obtained is
$1:£0.7743 (rounded to four decimal places) and, as a result, the aggregate
Sterling amount payable to the Scheme Shareholders who have made a valid
Currency Election is £96,646,172.65 (rounded to two decimal places) and the
Sterling equivalent value of the consideration payable per Scheme Share so
elected is £1.01 (rounded to two decimal places).

 

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

 

 For further information please contact:

 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

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.

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.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer to sell or subscribe for or
any invitation to purchase or subscribe for 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 Hipgnosis
securities in any jurisdiction in contravention of applicable law. The
Acquisition will be made solely through the Scheme Document and the
accompanying Forms of Proxy and Currency Election, which contain the full
terms and conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any approval, decision or other response to the
Acquisition should be made only on the basis of the information in the Scheme
Document. Hipgnosis Shareholders are strongly advised to read the formal
documentation in relation to the Acquisition. Each Hipgnosis Shareholder is
urged to consult its independent professional adviser immediately regarding
the tax consequences to it (or its beneficial owners) of the Acquisition.

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
service of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such
date.

This announcement does not constitute a prospectus or prospectus equivalent
document.

 

Overseas jurisdictions

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 with respect to the Resolution at 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. 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. Further
details are included in the Scheme Document.

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, 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. Further details are included in
the Scheme Document.

Each Hipgnosis Shareholder is urged to consult their independent professional
adviser immediately regarding the tax consequences of the Acquisition.

The statements contained in this announcement are not to be construed as
legal, business, financial or tax advice.

Additional information for U.S. 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 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.

The financial information that is included in this announcement or any other
documents relating to the Acquisition, have 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 and
Bidco are both incorporated outside the United States, and their respective
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, Hipgnosis Shares 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.

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