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.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
FOR IMMEDIATE
RELEASE
16 May 2024
CONCORD CHORUS LIMITED
("BIDCO")
an entity indirectly controlled by
Alchemy Copyrights, LLC, trading as Concord
("Concord")
Statement regarding the
termination of the proposed offer for Hipgnosis Songs Fund Limited
("Hipgnosis") and withdrawal of the associated
offer
On 24 April 2024, Bidco and
Hipgnosis announced agreement on the terms and condition of Bidco's
increased recommended cash offer for Hipgnosis ("Concord Revised Offer").
Following this, on 29 April 2024,
Lyra Bidco Limited announced an offer for Hipgnosis which confirmed
the Hipgnosis Directors had decided unanimously to withdraw their
recommendation of the Concord Revised Offer.
This announcement confirms that
Hipgnosis has provided its consent to the Panel on Takeovers and
Mergers (the "Panel") to
release Bidco from its obligations under the City Code on Takeovers
and Mergers (the "Code") to
proceed with the proposed offer.
Accordingly, Bidco confirms that it
will no longer proceed with the offer. The Panel has consented to
the withdrawal of Bidco's offer and has confirmed to Bidco and
Hipgnosis that:
(i) Bidco is
released from its obligations under Rule 2.7(b) and Rule 24.1 of
the Code to proceed with the offer; and
(ii) Bidco is
subject to the restrictions set out in Rule 35.1 of the Code and is
prohibited from, amongst other things, making any offer for
Hipgnosis for a period of 12 months from the date of this
announcement. However, Bidco reserves the right to set aside
the restrictions under Rule 35.1 of the Code with the consent of
the Panel in the circumstances set out in Note 1 to Rule 35.1.
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Enquiries:
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H/Advisors
Maitland (PR Adviser to Bidco)
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Neil Bennett
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+44 7900 000777
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Jonathan Cook
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+44 7730 777865
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Additional 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.
The
distribution of this announcement in jurisdictions other than the
United Kingdom and the availability of any offer to shareholders
who are not resident in the United Kingdom may be affected by the
laws of relevant jurisdictions. Therefore any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom or shareholders who are not resident in the United Kingdom
should inform themselves about, and observe any applicable
requirements. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.