REG - Hipgnosis Songs Fund - Court Sanction of Scheme of arrangement

Hipgnosis Songs FundAnnouncement

26/07/2024 13:30

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RNS Number : 0700Y  Hipgnosis Songs Fund Limited  26 July 2024

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.

 
26 July 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.)

 

to be implemented by means of a Court-sanctioned scheme of arrangement

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

 

 

Court Sanction of Scheme of Arrangement

 

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 is being
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 8 July 2024, at both the Court Meeting and General Meeting the requisite
majorities of Scheme Shareholders and Shareholders, as applicable, voted in
favour of all resolutions necessary to approve and give effect to the Scheme.

 

The Hipgnosis Board and Bidco Board are now pleased to announce that, at the
Scheme Court Hearing held earlier today, the Royal Court of Guernsey granted
the Scheme Court Order sanctioning the Scheme pursuant to which the
Acquisition is being implemented.

 

The Scheme will become Effective upon the Scheme Court Order (duly sealed by
the Court) being delivered to the Guernsey Registry, which is expected to
occur on 29 July 2024. The Scheme Record Time is 6.00 p.m. (London time) on 26
July 2024.

 

Applications have been made to the London Stock Exchange for the suspension,
and subsequent cancellation, of the admission to trading of Hipgnosis Shares
on the Main Market and to the Financial Conduct Authority for the cancellation
of the listing of the Hipgnosis Shares on the Official List. The suspension of
Hipgnosis Shares from the Official List and of dealings in Hipgnosis Shares on
the Main Market are each expected to take effect from 7.30 a.m. (London time)
on 29 July 2024. Once suspended, it is not expected that trading in Hipgnosis
Shares will recommence and therefore the last day of dealings in, and for
registration of transfers of, Hipgnosis Shares on the London Stock Exchange,
and disablement of Hipgnosis Shares in CREST, will be 26 July 2024.

 

It is expected that, subject to the Scheme becoming Effective, the
cancellation of the listing of Hipgnosis Shares from the Official List, and of
the admission to trading of Hipgnosis Shares on the Main Market, will take
effect from 8.00 a.m. (London time) on 30 July 2024.

 

On the Effective Date, share certificates in respect of Hipgnosis Shares will
cease to be valid, and entitlements to Hipgnosis Shares held within the CREST
systems will be cancelled.

 

The current expected timetable of principal events for the implementation of
the Scheme remains as set out in the Scheme Document. Should any of these
dates change, Hipgnosis will give adequate notice by issuing an announcement
through a Regulatory Information Service, with such announcement being made
available on Hipgnosis' website at
https://communications.singercm.com/p/4UWIEVY/blackstone-recommended-offer-hipgnosis
and Bidco's website at https://www.announcementdocuments.com/. Further updates
and changes to these times will be notified in the same way.

 

A further announcement will be made once the Scheme has become Effective.

 

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

 

 

 

Enquiries

 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
 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.

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.

Important Notices

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 the
Scheme Document and 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 Scheme
Document or this announcement the matters referred to therein.

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. 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 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 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.

Forward-looking statements

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

Dealing and opening position disclosure requirements

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) of the Takeover Code
applies must be made by no later than 3.30 p.m. (London time) on the 10th
business day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (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 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, save
to the extent that these details have previously been disclosed under Rule 8
of the Takeover Code.  A Dealing Disclosure by a person to whom Rule 8.3(b)
of the Takeover Code applies must be made by no later than 3.30 p.m. (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 of the Takeover
Code.

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.

Publication on website

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 Hipgnosis' website at
https://communications.singercm.com/p/4UWI-EVY/blackstone-recommended-offer-hipgnosis
and Bidco's website at https://www.announcement-documents.com/ by no later
than 12.00 p.m. on the Business Day following the date of this announcement.
Except as otherwise expressly referred to in this announcement, neither the
contents of these websites nor any website accessible from hyperlinks is
incorporated into or forms part of this announcement.

No profit forecasts, profit estimates or quantified benefits statements

No statement in this announcement or incorporated by reference into this
announcement is intended to constitute a profit forecast, profit estimate or
quantified benefits statements for Hipgnosis or Bidco for any period, nor
should any statement in this announcement or incorporated by reference into
this announcement be interpreted to mean that earnings or earnings per
Hipgnosis Share for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per Hipgnosis
Share.

Right to receive hard copies

In accordance with Rule 30.3 of the Takeover Code, Hipgnosis Shareholders may
request a hard copy of this announcement by contacting the Registrar, at
Computershare Investor Services (Guernsey) Limited, c/o The Pavilions,
Bridgwater Road, Bristol, BS99 6ZY or on 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 5.00
p.m. (London time), Monday to Friday (except public holidays in the UK and
Guernsey). Please note that the Registrar cannot provide any financial, legal
or tax advice. Calls may be recorded and monitored for security and training
purposes.

You may also request that all future documents, announcements and information
to be sent to you in relation to the Acquisition should be in hard copy
form.  If you have received this announcement in electronic form, copies of
this announcement and any document or information incorporated by reference
into this announcement will not be provided unless such a request is made.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by Hipgnosis Shareholders 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.

General

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.

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