REG - Alchemy Copyrights Hipgnosis Songs Fund Hipgnosis Songs-SOND Hipgnosis Songs-SONC - Termination of offer announcement

Hipgnosis Songs FundAnnouncement

16/05/2024 16:00

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RNS Number : 7896O  Alchemy Copyrights, LLC  16 May 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.

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.

 

 Enquiries:

 H/Advisors Maitland (PR Adviser to Bidco)
 Neil Bennett                               +44 7900 000777
 Jonathan Cook                              +44 7730 777865

 

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.

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