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
25 June
2024
RECOMMENDED FINAL* 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")
Revised Offer Declared As
Final*
This announcement refers to the announcement of
the Revised Offer released on 3 June 2024 by the Bidco Board and
the Hipgnosis Board, such Revised Offer being subject to the terms
and conditions set out in the circular in relation to the Scheme
published by the Hipgnosis Board on 14 June 2024 (the "Scheme Document"). Capitalised terms
used in this announcement shall, unless otherwise defined, have the
meanings set out in Part 8 (Definitions) of the Scheme
Document.
Declaration of
the Revised Offer as Final
*Bidco is today announcing that the financial
terms of the Revised Offer, including the financial terms of any
Follow-on Offer in the event of a Scheme Lapse, are final and will
not be increased, except that Bidco reserves the right to increase
the amount of the offer price in respect of the Revised Offer,
including any Follow-on Offer in the event of a Scheme Lapse, if
there is an announcement on or after the date of this announcement
of an offer or a possible offer for Hipgnosis by a third party
offeror or potential offeror.
As further set out in the Scheme Document,
Bidco also reserves the right to elect to implement the Acquisition
by way of an offer as an alternative to the Scheme.
If, on or after the date of this announcement
and before the Effective Date, any dividend and/or other
distribution and/or other return of capital is declared, made or
paid or becomes payable in respect of the Hipgnosis Shares, Bidco
will reduce the consideration payable under the terms of the
Acquisition for the Hipgnosis Shares by an amount equal to the
amount of such dividend and/or distribution and/or return of
capital. In such circumstances, Hipgnosis Shareholders would be
entitled to retain any such dividend, distribution and/or other
return of capital declared, made or paid.
Terms of the
Revised Offer
As further set out in the Scheme Document,
under the terms of the Revised Offer, each Hipgnosis Shareholder
will be entitled to receive:
for each Hipgnosis Share: $1.31 in
cash
The GBP equivalent value of the Revised Offer
price of $1.31 in cash per Hipgnosis Share (the "Revised Offer
Price") based on the Announcement Exchange Rate, being 105 pence,
represents a premium of approximately:
· 49.2 per cent. to
the Closing Price of 71 pence per Hipgnosis Share on 17 April 2024
(being the last Business Day before the commencement of the Offer
Period);
· 54.8 per cent. to
the volume-weighted average price of 68 pence per Hipgnosis Share
for the one-month period ended 17 April 2024 (being the last
Business Day before the commencement of the Offer Period);
and
· 59.3 per cent. to
the volume-weighted average price of 66 pence per Hipgnosis Share
for the three-month period ended 17 April 2024 (being the last
Business Day before the commencement of the Offer
Period).
The Revised Offer values Hipgnosis' entire
issued, and to be issued, ordinary share capital at approximately
$1,584 million (which is equivalent to £1,272 million based on the
Announcement Exchange Rate).
Recommendation
As further set out in the Scheme Document, the
Hipgnosis Directors, who have been so advised by Singer Capital
Markets as to the financial terms of the Acquisition, unanimously
consider the terms of the Acquisition to be fair and reasonable. In
providing its advice to the Hipgnosis Directors, Singer Capital
Markets has taken into account the commercial assessments of the
Hipgnosis Directors. Singer Capital Markets is providing
independent financial advice to the Hipgnosis Directors for the
purposes of Rule 3 of the Takeover Code.
The Hipgnosis
Directors recommend unanimously that Scheme Shareholders vote in
favour of the Scheme at the Court Meeting and Hipgnosis
Shareholders vote in favour of the Resolution at the General
Meeting (or, in the event that the Acquisition is implemented by
way of a Takeover Offer, that Hipgnosis Shareholders accept or
procure acceptance of the Takeover Offer), and the Hipgnosis
Directors have irrevocably undertaken to do so in respect of their
own beneficial holdings totalling in aggregate 327,796 Hipgnosis
Shares, representing approximately 0.027 per cent. of the issued
share capital of Hipgnosis (excluding treasury shares) as at the
Latest Practicable Date.
Expected Timetable
The expected timetable of principal
events for the implementation of the Scheme remains as set out on
pages 14 to 16 of the Scheme Document. These dates and times are
subject to change and will depend on, among other things, date on
which the Conditions to the Scheme are satisfied or, if capable of
waiver, waived, and the date on which the Court sanctions the
Scheme. 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/4UWI-EVY/blackstone-recommended-offer-hipgnosis
and Bidco's website at https://www.announcement-documents.com/.
Further updates and changes to these dates and/or times set out in
the Scheme Document will be notified in the same way.
Hipgnosis currently expects that,
subject to the satisfaction or, if capable of waiver, waiver, of
the Conditions, the Scheme will become Effective on 29 July
2024.
Enquiries
Jefferies (Financial Adviser to Bidco
and Blackstone)
Philip Noblet / Chris Cottrell /
Harry Le May / Stuart Klein
|
+44 207 029
8000
|
Teneo (Financial PR Adviser to
Bidco and Blackstone)
James Macey White / Ed
Cropley
|
+44 207 260
2700
|
Hipgnosis
Robert Naylor, Chairman via Singer
Capital Market
|
+44 207 496
3000
|
Singer Capital Markets (Sole Rule 3 Adviser, Financial Adviser
and Corporate Broker to Hipgnosis)
James Moat / Alaina Wong / Sam
Butcher / Jalini Kalaravy
|
+44 207 496
3000
|
Shot Tower Capital LLCs (Valuer and Strategic Adviser to
Hipgnosis)
David Dunn / Robert Law / Rick
Roebuck / Will Ponsi
|
+1 410 376
7900
|
Headland Consultancy (PR Adviser to
Hipgnosis)
Susanna Voyle / Charlie
Twigg
|
+44 203 805
4822
|
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.
This announcement contains inside information in
relation to Hipgnosis for the purposes of Article 7 of the Market
Abuse Regulation. The person responsible for arranging the release
of this announcement on behalf of Hipgnosis is Robert Naylor.
Hipgnosis' Legal Entity Identifier is 213800XJIPNDVKXMOC11.
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.
If, in the future, Bidco exercises the right to implement the
Acquisition by way of a Takeover Offer and determines to extend the
offer into the United States, the Acquisition will be made in
compliance with applicable United States laws and regulations. Such
Takeover Offer would be made in the United States by Bidco and no
one else.
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.
Rounding
Certain figures
included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category
presented in different tables may vary slightly and figures shown
as totals in certain tables may not be an arithmetic aggregation of
the figures that precede them.
General
Bidco reserves the
right to elect to implement the Acquisition by way of a Takeover
Offer as an alternative to the Scheme, subject to the Panel's
consent and (while the A&R Cooperation Agreement is continuing)
to the terms of the A&R Cooperation Agreement. In such an
event, such Takeover Offer will be implemented on the same terms
and conditions, other than the price being increased to the price
of the Revised Offer, so far as is applicable and subject to
appropriate amendments, as those which would apply to the Initial
Offer, including the Acceptance Condition as set out in the
Announcement, of such number of Hipgnosis Shares as shall, when
aggregated with Hipgnosis Shares acquired or unconditionally agreed
to be acquired (whether pursuant to the Takeover Offer or
otherwise) by Bidco, represent Hipgnosis Shares carrying not less
than 55 per cent. of the voting rights then exercisable at a
general meeting of Hipgnosis Shareholders (or such lower percentage
as Bidco may decide), provided that Bidco shall hold or have
acquired or agreed to acquire (whether pursuant to the Takeover
Offer or otherwise) directly or indirectly, Hipgnosis Shares
carrying in aggregate more than 50 per cent. of the voting rights
then normally exercisable at a general meeting of Hipgnosis. If the
Acquisition is effected by way of a Takeover Offer, and such Offer
becomes or is declared unconditional and sufficient acceptances are
received in respect of such Takeover Offer, Bidco intends to
exercise its rights to apply the provisions of Part XVIII of the
Companies Law so as to acquire compulsorily the remaining Hipgnosis
Shares in respect of which the Offer has not been
accepted.
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.