REG - musicMagpie plc AO World plc - PUBLICATION OF SCHEME DOCUMENT

AO WorldAnnouncement

28/10/2024 16:30

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RNS Number : 9234J  musicMagpie plc  28 October 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 OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

 

28 October 2024

 

RECOMMENDED CASH ACQUISITION

of

MUSICMAGPIE PLC

by

AO LTD

(a wholly-owned subsidiary of AO World PLC)

 

(to be implemented by way of arrangement under Part 26 of the Companies Act
2006)

 

PUBLICATION OF SCHEME DOCUMENT

 

 

On 2 October 2024, the boards of directors of AO World PLC ("AO") and
musicMagpie Plc ("musicMagpie") announced that they had reached agreement on
the terms of a recommended cash acquisition of the entire issued and to be
issued share capital of musicMagpie by AO Ltd ("AO Bidco"), a wholly-owned
subsidiary of AO.

 

The Acquisition is to be implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act (the "Scheme"). Capitalised
terms used in this announcement (the "Announcement") shall, unless otherwise
defined, have the same meanings as set out in the Scheme Document (as defined
below). All references to times in this Announcement are to London time unless
stated otherwise.

 

Publication of the Scheme Document

 

The boards of directors of musicMagpie and AO are pleased to announce that a
circular in relation to the Scheme (the "Scheme Document") containing, amongst
other things, a letter from the Chair of musicMagpie, the full terms and
conditions of the Scheme, an explanatory statement pursuant to section 897 of
the Companies Act, an expected timetable of principal events, notices
convening the Court Meeting and the General Meeting and details of the actions
to be taken by musicMagpie Shareholders, will be published today and, subject
to certain restrictions relating to persons in Restricted Jurisdictions, will
be available on musicMagpie's website at www.musicmagpieplc.com/investors and
on AO's website at www.ao-world.com/investor-centre/offer
(https://url.avanan.click/v2/___http:/www.ao-world.com/investor-centre/offer___.YXAxZTpzaG9yZWNhcDphOm86MGRhYTI1OGIzN2UwYWI5YjE5ZGRmY2Y4NjhjNjdhY2U6NjozMDZlOjFkNWE5YmZiZDM2YjY4MTUwZTM4Y2Q1YjhjYTI3MzUxZWMyYjY1MWVlMzJjNTlhYmU1ZjMwMTI4YTZkMmQzNDI6cDpUOk4)
.

 

Subject to any restrictions relating to persons resident in Restricted
Jurisdictions, copies of the Scheme Document and Forms of Proxy for the Court
Meeting and the General Meeting are being posted and made available to
musicMagpie Shareholders today.

 

For information purposes only, the Scheme Document will also be sent, or made
available, to musicMagpie Share Plan Participants and persons with information
rights.

 

Dispatch of Share Plan Letters

 

Participants in the musicMagpie Share Plans will today be sent letters which
contain details regarding the effect of the Scheme on participants' rights
under the musicMagpie Share Plans (the "Share Plan Letters"). To the extent
applicable, the Share Plan letters will include details of any proposals being
made in accordance with Rule 15 of the Takeover Code. Subject to certain
restrictions relating to persons in Restricted Jurisdictions, the Share Plan
Letters will be available on musicMagpie's website at
www.musicmagpieplc.com/investors
(https://url.avanan.click/v2/___https:/www.musicmagpieplc.com/mid-disclaimer/222/221___.YXAxZTpzaG9yZWNhcDphOm86YTNjMDllMjdiMTc0MTU4NTI2ZjdkMzUwNDk5NmM3Zjc6Njo4N2RhOjQ0ZjM3ODhlYjJjYzk2YzdkMjM5ZTcyNjA1NGVjMDk0NmIzY2RjYjZmZGNmODIwYjJhYzUxYWQ1NGZmZTQ2OGI6cDpUOk4)
 
(https://url.avanan.click/v2/___http:/___.YXAxZTpzaG9yZWNhcDphOm86YTNjMDllMjdiMTc0MTU4NTI2ZjdkMzUwNDk5NmM3Zjc6Njo1OGE5OjdkNTM2Zjg0ZTRiNDRjYmM0ZDMxYTU3MzgwYjk4N2QzYWI5YjFlOTQyOGEzNDZmODkyYmFhZjY2ZGI3ZWIyNDg6cDpUOk4)
and on AO's website at www.ao-world.com/investor-centre/offer
(https://url.avanan.click/v2/___http:/www.ao-world.com/investor-centre/offer___.YXAxZTpzaG9yZWNhcDphOm86MGRhYTI1OGIzN2UwYWI5YjE5ZGRmY2Y4NjhjNjdhY2U6NjozMDZlOjFkNWE5YmZiZDM2YjY4MTUwZTM4Y2Q1YjhjYTI3MzUxZWMyYjY1MWVlMzJjNTlhYmU1ZjMwMTI4YTZkMmQzNDI6cDpUOk4)
in accordance with Rule 26 of the Takeover Code.

 

Recommendation of musicMagpie Directors

 

The musicMagpie Directors, who have been so advised by Shore Capital as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to the musicMagpie Directors,
Shore Capital has taken into account the commercial assessments of the
musicMagpie Directors. Shore Capital is providing independent financial advice
to the musicMagpie Directors for the purposes of Rule 3 of the Takeover Code.

 

Accordingly, the musicMagpie Directors recommend unanimously that Scheme
Shareholders vote in favour (or procure votes in favour) of the Scheme at the
Court Meeting and that musicMagpie Shareholders vote in favour (or procure
votes in favour) of the Resolutions to be proposed at the General Meeting, as
the musicMagpie Directors have irrevocably undertaken to do (or procure to be
done) in respect of their interests (and, in the case of one musicMagpie
Director, those of a connected person) in 13,240,760 musicMagpie Shares,
representing, in aggregate, approximately 12.28 per cent. of the total issued
share capital of musicMagpie (as at the Latest Practicable Date), as more
fully described in paragraph 10 of Part VI (Additional information) of the
Scheme Document.

 

musicMagpie Shareholders should read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

 

Action required by shareholders - Notices of the Court Meeting and the General
Meeting

 

As described in the Scheme Document, to become Effective, the Scheme will
require, amongst other things, the approval of Scheme Shareholders at the
Court Meeting and musicMagpie Shareholders at the separate General Meeting by
the requisite majorities and, following receipt of such approvals, the
sanction of the Court. The Scheme is also subject to the satisfaction or,
where applicable, waiver of the Conditions and further terms that are set out
in the Scheme Document.

 

Notices of the Court Meeting and the General Meeting, each of which will be
held at First Floor, One Stockport Exchange, Railway Road, Stockport, SK1 3SW
on 20 November 2024 (unless postponed or adjourned) at 9.15 a.m. and 9.30 a.m.
respectively (or, in the case of the General Meeting, as soon thereafter as
the Court Meeting has been concluded or adjourned) are set out in the Scheme
Document.

 

IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS
POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR
REPRESENTATION OF SCHEME SHAREHOLDERS' OPINION. YOU ARE THEREFORE STRONGLY
URGED TO COMPLETE, SIGN AND RETURN BOTH OF YOUR FORMS OF PROXY OR APPOINT A
PROXY ONLINE OR THROUGH THE CREST ELECTRONIC PROXY APPOINTMENT SERVICE OR
THROUGH THE PROXYMITY PLATFORM (AS APPROPRIATE), AS SOON AS POSSIBLE. DOING SO
WILL NOT PREVENT YOU FROM ATTENDING, SPEAKING AND VOTING IN PERSON AT THE
COURT MEETING AND THE GENERAL MEETING IF YOU WISH AND ARE ENTITLED TO DO SO.

 

Expected timetable

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also attached as an Appendix to this
Announcement.

These dates are indicative only and will depend, amongst other things, on the
satisfaction (or waiver) of the Conditions, including the approval of
musicMagpie Shareholders and the FCA, and the date on which the Court
sanctions the Scheme. musicMagpie and AO will announce an update to the
expected timetable through a Regulatory Information Service following receipt
of FCA approval and will make such announcement available on musicMagpie's
website at www.musicmagpieplc.com/investors and on AO's website at
www.ao-world.com/investor-centre/offer
(https://url.avanan.click/v2/___http:/www.ao-world.com/investor-centre/offer___.YXAxZTpzaG9yZWNhcDphOm86MGRhYTI1OGIzN2UwYWI5YjE5ZGRmY2Y4NjhjNjdhY2U6NjozMDZlOjFkNWE5YmZiZDM2YjY4MTUwZTM4Y2Q1YjhjYTI3MzUxZWMyYjY1MWVlMzJjNTlhYmU1ZjMwMTI4YTZkMmQzNDI6cDpUOk4)
.

Shareholder helpline

If you have any questions about this Announcement, the Scheme Document, the
Meetings, or are in any doubt as to how to complete and return the Forms of
Proxy or how to appoint a proxy through the CREST electronic proxy appointment
service or otherwise, please contact musicMagpie's Registrar, Equiniti,
between 8:30 a.m. and 5:30 p.m. Monday to Friday (excluding English and Welsh
public holidays) on +44 (0) 371 384 2050. Calls are charged at the standard
geographic rate and will vary by provider. For deaf and speech impaired
shareholders, Equiniti welcomes calls via Relay UK. Please see
www.relayuk.bt.com for more information. Calls to the helpline from outside
the United Kingdom will be charged at the applicable international rate and
different charges may apply to calls from mobile telephones. Please note that
Equiniti cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.

 

Enquiries:

 musicMagpie                                            +44 (0)870 479 2705
 Martin Hellawell, Non-Executive Chair

 Steve Oliver, Chief Executive Officer and Co-founder

 Matthew Fowler, Chief Financial Officer

 

 Shore Capital (Financial Adviser, Rule 3 Adviser, Nominated Adviser and Broker  +44 (0)20 7408 4090
 to musicMagpie)
 Mark Percy (Corporate Advisory)

 Malachy McEntyre (Corporate Broking)

 Daniel Bush (Corporate Advisory)

 Rachel Goldstein (Corporate Advisory)

 

 AO
 Mark Higgins, Chief Financial Officer  +44 (0)1204 672400

 

 Jefferies International Limited (Financial Adviser and Corporate Broker to AO)  +44 (0)20 7029 8000
 Philip Noblet

 Thomas Bective

 Jordan Cameron

 

 Sodali (PR Adviser to AO)  +44(0) 20 7250 1446

 Rob Greening               ao@sodali.com

 

Gibson, Dunn & Crutcher UK LLP is acting as legal adviser to AO and AO
Bidco in connection with the Acquisition.

Addleshaw Goddard LLP is acting as legal adviser to musicMagpie in connection
with the Acquisition.

 

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out expected dates for the
implementation of the Scheme.

 Event                                                                        Time and/or date ((1))

 Publication of the Scheme Document                                           28 October 2024

 Latest time for lodging Forms of Proxy for the:

 Court Meeting (BLUE Form of Proxy)                                           9.15 a.m. on 18 November 2024 ((2))

 General Meeting (WHITE Form of Proxy)                                        9.30 a.m. on 18 November 2024 ((3))

 Voting Record Time for the Court Meeting and the General Meeting                         6.30 p.m. on 18 November 2024 ((4))

 Court Meeting                                                                9.15 a.m. on 20 November 2024

 General Meeting                                                              9.30 a.m. on 20 November 2024 ((5))

 The following dates and times are indicative only and are subject to change.

 Court Sanction Hearing                                                       a date expected to be in Q4 2024 or Q1 2025, subject to satisfaction (or, if
                                                                              applicable, waiver) of the relevant Conditions ("D")

 Last day for dealings in, and for registration of transfers of, musicMagpie  D + 1 Business Day
 Shares

 Scheme Record Time                                                           6.00 p.m. on D + 1 Business Day

 Disablement in CREST of musicMagpie Shares                                   6.00 p.m. on D + 1 Business Day

 Dealings in musicMagpie Shares on AIM suspended                              at or around 7.30 a.m. on D + 2 Business Day ((6))

 Effective Date of the Scheme                                                 D + 2 Business Day ((7))

 Cancellation of admission of musicMagpie Shares to trading on AIM            7.00 a.m. on the next Business Day after the Effective Date

 Latest date for despatch of cheques and crediting of CREST accounts for      Within 14 days after the Effective Date
 Consideration due under the Scheme

 Long Stop Date                                                               11:59 p.m. on 2 April 2025

 

Notes:

(1)   These dates and times are indicative only and will depend on, amongst
other things, the date upon which: (i) the Conditions are satisfied or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a
copy of the Court Order is delivered to the Registrar of Companies for
registration. If any of the expected times and/or dates above change: (a) the
revised times and/or dates will be notified to musicMagpie Shareholders by
announcement through a Regulatory Information Service, with such announcement
being made available on musicMagpie's website at
www.musicmagpieplc.com/investors and on AO's website at
www.ao-world.com/investor-centre/offer
(https://url.avanan.click/v2/___http:/www.ao-world.com/investor-centre/offer___.YXAxZTpzaG9yZWNhcDphOm86MGRhYTI1OGIzN2UwYWI5YjE5ZGRmY2Y4NjhjNjdhY2U6NjozMDZlOjFkNWE5YmZiZDM2YjY4MTUwZTM4Y2Q1YjhjYTI3MzUxZWMyYjY1MWVlMzJjNTlhYmU1ZjMwMTI4YTZkMmQzNDI6cDpUOk4)
; and (b) if required by the Panel, musicMagpie will send notice of the
change(s) to musicMagpie Shareholders and, for information only to musicMagpie
Share Plan Participants. All references in this Announcement to times are to
London time unless otherwise stated.

(2)   It is requested that BLUE Forms of Proxy for the Court Meeting be
lodged no later than 48 hours (excluding any part of such 48-hour period that
is not a Business Day) before the time and date set for the Court Meeting. A
copy of a completed and signed BLUE Form of Proxy not so lodged may be: (i)
scanned and emailed to Equiniti at the following email address:
proxyvotes@equiniti.com prior to the start of the Court Meeting; or (ii)
handed to the chairperson of the Court Meeting or Equiniti on behalf of the
chairperson of the Court Meeting, at the start of the Court Meeting.

(3)   WHITE Forms of Proxy for the General Meeting must be lodged no later
than 48 hours (excluding any part of such 48-hour period that is not a
Business Day) before the time and date set for the General Meeting. WHITE
Forms of Proxy for the General Meeting not lodged by this time will be
invalid.

(4)   If either the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the
date falling two Business Days before the date of the adjourned Meeting.

(5)   To commence at 9.30 a.m. or as soon thereafter as the Court Meeting
shall have concluded or been adjourned.

(6)   Following sanction of the Scheme by the Court, the Scheme will become
Effective in accordance with its terms upon a copy of the Court Order being
delivered to the Registrar of Companies for registration.  This is presently
expected to occur on the Business Day following the date of the Court Sanction
Hearing, subject to satisfaction or (where capable of waiver), waiver of the
Conditions. The events which are stated as occurring on subsequent dates are
conditional on the Effective Date and operate by reference to this date.

(7)   This is the latest date by which the Scheme may become Effective
unless AO Bidco and musicMagpie agree (and the Panel and, if required, the
Court permit) a later date or if the Panel requires an extension to the Long
Stop Date pending final determination of an issue under section 3(g) of
Appendix 7 to the Takeover Code.

 

 

IMPORTANT NOTICES

Disclaimers

This Announcement is for information purposes only and is not intended to, and
does not, constitute, or form any 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 the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of musicMagpie in
any jurisdiction in contravention of applicable law.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(either individually or collectively "Shore Capital"), which are authorised
and regulated by the Financial Conduct Authority in the United Kingdom, are
acting exclusively for musicMagpie and no one else in connection with the
matters set out to in this Announcement and will not regard any other person
as their client in relation to such matters and will not be responsible to
anyone other than musicMagpie for providing the protections afforded to
clients of Shore Capital nor for providing advice in relation to the contents
of, or any matter referred to in, this Announcement or any transaction or
arrangement referred to herein. Neither Shore Capital and Corporate Limited
nor Shore Capital Stockbrokers Limited, nor any of their subsidiaries or
affiliates 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 Shore Capital in connection
with this Announcement, any statement contained herein, any transaction or
arrangement referred to herein, or otherwise.

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for AO and AO Bidco and no one else in connection with the matters
set out in this Announcement and will not regard any other person as its
client in relation to such matters and will not be responsible to anyone other
than AO and AO Bidco for providing the protections afforded to clients of
Jefferies nor for providing advice in relation to the contents of, or any
matter referred to in, this Announcement or any transaction or arrangement
referred to herein. Neither Jefferies nor any of its subsidiaries or
affiliates 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
this Announcement, any statement contained herein, any transaction or
arrangement referred to herein, or otherwise.

No person has been authorised to give any information or make any
representations other than those contained in this Announcement and, if given
or made, such information or representations must not be relied upon as having
been authorised by musicMagpie or any member of the Wider musicMagpie Group,
the musicMagpie Directors, AO Bidco, or any member of the Wider AO Group, the
AO Bidco Directors, the AO Directors, Shore Capital, Jefferies or any other
person involved in the Acquisition. Neither the making of this Announcement
nor the holding of the Meetings, the Court Sanction Hearing or the filing of
the Court Order with the Registrar of Companies shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Wider musicMagpie Group or the Wider AO Group since the date of
this Announcement or that the information in, or incorporated into, this
Announcement is correct as at any time subsequent to its date.

Overseas jurisdictions

This Announcement has been prepared in accordance with, and for the purposes
of complying with, English law, the Takeover Code, the Market Abuse Regulation
and the AIM 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 of England.

The release, publication or distribution of this Announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about and observe any
applicable requirements.

The availability of the Acquisition to musicMagpie Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom to vote their musicMagpie Shares with respect
to the Scheme at the Meetings, or to execute and deliver Forms of Proxy (or
other proxy instructions) appointing another to attend, speak and vote at the
Meetings on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with the
applicable 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 in relation to Overseas Shareholders are contained in the Scheme
Document at paragraph 15 of Part II (Explanatory Statement).

Unless otherwise determined by AO Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, in whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of this
Announcement, the Scheme Document and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
such Announcement or any such documents in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and regulation),
the Takeover Offer may not be made directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but not limited
to, facsimile, email or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer may not be capable of acceptance by any such use, means, instrumentality
or facilities.

The Acquisition will be subject to English law and the jurisdiction of the
Court, and the applicable requirements of the Takeover Code, the Panel, the
FCA, the London Stock Exchange, the AIM Rules and the Registrar of Companies.

Notice to US investors in musicMagpie

The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law.
An offer 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 disclosure requirements and
practices applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of United States tender offer and
proxy solicitation rules. Neither the United States Securities and Exchange
Commission, nor any securities commission of any state of the United States,
has approved, disapproved or passed judgement on the fairness or the merits of
any offer, or passed comment upon the adequacy or completeness of any of the
information contained in this Announcement.  Any representation to the
contrary may be a criminal offence in the United States.

If, in the future, AO Bidco exercises the right, with the consent of the Panel
(where necessary), 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,
including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder.  Such a takeover would be made in the United States by AO Bidco
and no one else.

Financial information included in this Announcement (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document) has been or will
have been prepared in accordance with accounting standards applicable in the
United Kingdom that may not be comparable to financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States, which may
differ in certain significant respects from accounting principles and
standards applicable in the United Kingdom.  None of the financial
information in this Announcement has been audited in accordance with auditing
standards generally accepted in the United States or the auditing standards of
the Public Company Accounting Oversight Board (United States).

The receipt of cash pursuant to the Acquisition by a musicMagpie Shareholder
in the US as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may be a taxable transaction for US federal income tax purposes and
under applicable US state and local, as well as foreign and other, tax laws.
Each musicMagpie Shareholder is therefore urged to consult with independent
legal, tax and financial advisers in connection with making a decision
regarding the Acquisition.

It may be difficult for musicMagpie Shareholders in the US to enforce their
rights and any claim arising out of the US federal securities laws in
connection with the Acquisition, since AO, AO Bidco and musicMagpie are
located in, and organised under the laws of, a non-US jurisdiction, and some
or all of their officers and directors may be residents of a non-US
jurisdiction. musicMagpie Shareholders in the US may not be able to make a
claim against a non-US company or its officers or directors in a non-US court
for violations of the US federal securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves to a US
court's jurisdiction or judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, AO Bidco, certain affiliated companies and their nominees or
brokers (acting as agents), may from time to time make certain purchases of,
or arrangements to purchase, musicMagpie Shares outside of the US, other than
pursuant to the Acquisition, until the date on which the Acquisition and/or
Scheme becomes Effective, lapses or is otherwise withdrawn.  Also, in
accordance with Rule 14e-5(b) of the US Exchange Act, each of Jefferies and
Shore Capital will continue to act as an exempt principal trader in
musicMagpie Shares on the London Stock Exchange.  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 will be disclosed as required in the UK, will
be reported to the Regulatory News Service of the London Stock Exchange and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.

Cautionary note regarding forward-looking statements

This Announcement (including any information incorporated by reference into
this Announcement), the Scheme Document, statements made regarding the
Acquisition, and other information to be published by AO, AO Bidco and/or
musicMagpie, contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are prospective in
nature and not based on historical facts, but rather on current expectations
and projections of the management of AO, AO Bidco and/or musicMagpie about
future events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Announcement include
statements with respect to the financial condition, results of operations and
business of musicMagpie and certain plans and objectives of AO and AO Bidco
with respect thereto and other statements other than historical facts. Often,
but not always, forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts and may use words such
as "anticipate", "target", "expect", "estimate", "forecast", "intend", "plan",
"budget", "scheduled" "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could", or other words of similar meaning. These
statements are based on assumptions and assessments made by musicMagpie, AO
Bidco and/or AO in light of their experience and their perception of
historical trends, current conditions, future developments and other factors
they believe appropriate. By their nature, forward-looking statements involve
known and unknown risk and uncertainty and other factors which may cause
actual results, performance or developments to differ materially from those
expressed in or implied by such, because they relate to events and depend on
circumstances that will occur in the future. Although AO, AO Bidco and/or
musicMagpie believe that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such expectations
will prove to have been correct and you are therefore cautioned not to place
reliance on these forward-looking statements which speak only as at the date
of this Announcement.

There are a number of factors which could cause actual results and
developments to differ materially from those expressed or implied in
forward-looking statements. The factors that could cause actual results to
differ materially from those described in the forward-looking statements
include, but are not limited to: the ability to proceed with or complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other conditions on the proposed terms;
changes in the global, political, economic, business and competitive
environments and in market and regulatory forces; changes in future inflation,
deflation, exchange and interest rates; changes in tax and national insurance
rates; future business combinations, capital expenditures, acquisitions or
dispositions; changes in general and economic business conditions; changes in
the behaviour of other market participants; the anticipated benefits of the
Acquisition not being realised as a result of changes in general economic and
market conditions in the countries in which AO, AO Bidco and musicMagpie
operate; weak, volatile or illiquid capital and/or credit markets; changes in
the degree of competition in the geographic and business areas in which AO, AO
Bidco and musicMagpie operate; the repercussions of the outbreak of epidemics
(including but not limited to the COVID-19 outbreak); changes to the boards of
directors of AO, AO Bidco and/or musicMagpie and/ or the composition of their
respective workforces; exposures to terrorist activity, IT system failures,
cyber-crime, fraud and pension scheme liabilities; risks relating to
environmental matters such as climate change including AO, AO Bidco and/or
musicMagpie's ability along with the government and other stakeholders to
measure, manage and mitigate the impacts of climate change effectively;
changes to law and/or the policies and practices of the Bank of England, the
FCA and/or other regulatory and governmental bodies; changes in the liquidity,
capital, funding and/ or asset position and/or credit ratings of AO, AO Bidco
and/or musicMagpie; the repercussions of the UK's exit from the EU (including
any change to the UK's currency and the terms of any trade agreements (or lack
thereof) between the UK and the EU), Eurozone instability, Russia's invasion
of Ukraine, conflicts in the Middle East, any referendum on Scottish
independence, and any UK or global cost of living crisis or recession. Other
unknown or unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the forward-looking
statements. If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual results may
differ materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the light of such
factors.

Neither AO, AO Bidco nor musicMagpie, nor any of their respective associates
or directors, officers 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. Given the
risks and uncertainties, you are cautioned not to place any reliance on these
forward-looking statements.

Other than in accordance with their legal or regulatory obligations, neither
AO, AO Bidco nor musicMagpie is under any obligation, and AO, AO Bidco and
musicMagpie expressly disclaim any intention or obligation, to update or
revise any forward-looking or other statements contained in this Announcement,
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)
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(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) 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.

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).

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

In accordance with Rule 26.1 of the Takeover Code, a copy of this
Announcement, the Scheme Document, the Share Plan Letters, and the documents
required to be published under Rule 26 of the Takeover Code, will be made
available free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on AO's website at
www.ao-world.com/investor-centre/offer
(https://url.avanan.click/v2/___http:/www.ao-world.com/investor-centre/offer___.YXAxZTpzaG9yZWNhcDphOm86MGRhYTI1OGIzN2UwYWI5YjE5ZGRmY2Y4NjhjNjdhY2U6NjozMDZlOjFkNWE5YmZiZDM2YjY4MTUwZTM4Y2Q1YjhjYTI3MzUxZWMyYjY1MWVlMzJjNTlhYmU1ZjMwMTI4YTZkMmQzNDI6cDpUOk4)
and musicMagpie's website at www.musicmagpieplc.com/investors
(https://url.avanan.click/v2/___http:/www.musicmagpieplc.com/investors___.YXAxZTpzaG9yZWNhcDphOm86MGRhYTI1OGIzN2UwYWI5YjE5ZGRmY2Y4NjhjNjdhY2U6NjphNjVkOmRlMmY2MzcwMDQ4ZTkwM2UzNzY2MmJiMmM5NGI2OTRkNTYxNjNlNWM4YjE5NjY5ZDVmM2M2ZDFiNDU5NjQyZDc6cDpUOk4)
by no later than 12 noon (London time) on the first Business Day following the
date of this Announcement. For the avoidance of doubt, neither the contents of
these websites nor the contents of any websites accessible from any hyperlinks
set out in this Announcement are incorporated into or forms part of this
Announcement.

No profit forecasts, profit estimates or quantified benefits statements

No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this Announcement should be interpreted to mean that earnings or earnings per
share for AO or musicMagpie for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share for AO or musicMagpie.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, musicMagpie Shareholders,
persons with information rights and participants in the musicMagpie Share
Plans may request a hard copy of this Announcement, the Scheme Document and
documents relating to the Acquisition by contacting musicMagpie's Registrar,
Equiniti by: (i) submitting a request in writing to Equiniti Limited, Aspect
House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom; or (ii)
calling +44 (0) 371 384 2050. For deaf and speech impaired shareholders,
Equiniti welcomes calls via Relay UK. Please see www.relayuk.bt.com
(https://url.avanan.click/v2/___http:/www.relayuk.bt.com___.YXAxZTpzaG9yZWNhcDphOm86MGRhYTI1OGIzN2UwYWI5YjE5ZGRmY2Y4NjhjNjdhY2U6NjplMDMyOmMzOTljZWY1ZGFjMGFmMmY3M2JjOGZkOGZlNzUxNjBmYzE4ZWU5NTEyY2FhMmRhYjc2MTY5YjlmMGNjZTI1NjI6cDpUOk4)
for more information. Calls are charged at the standard geographical rate and
will vary by provider. Phone lines are open between 8.30 a.m. and 5.30 p.m.
(London time), Monday to Friday (excluding public holidays in England and
Wales). Calls outside the United Kingdom will be charged at the applicable
international rate.

For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement and the Scheme
Document will not be sent unless so requested. Such persons may also request
that all future announcements, documents and information to be sent to them in
relation to the Acquisition should be in hard copy form.

Hard copies of the information incorporated into this Announcement and the
Scheme Document by reference will not be sent to recipients of the Scheme
Document unless specifically requested.

Scheme process

In accordance with Rule 5 of Appendix 7 to the Takeover Code, AO Bidco and/or
musicMagpie (as applicable) will announce, through a Regulatory Information
Service, key events in the Scheme process including the outcomes of the
Meetings and the Court Sanction Hearing and that the Scheme has become
Effective.

Unless otherwise consented to by the Court and the Panel, any modification or
revision to the Scheme will be made no later than the date which is 14 days
prior to the Meetings (or any later date to which such Meetings are
adjourned).

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by musicMagpie Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
musicMagpie may be provided to AO and AO Bidco during the Offer Period as
required under Section 4 of Appendix 4 to the Takeover Code to comply with
Rule 2.11(c) of the Takeover Code.

General

AO Bidco reserves the right to elect, with the consent of the Panel (where
necessary) and subject to the terms and conditions of the Co-operation
Agreement, to implement the Acquisition by way of a Takeover Offer for the
entire issued and to be issued share capital of musicMagpie not already held
by AO Bidco as an alternative to the Scheme. In such an event, a Takeover
Offer will be implemented on substantially the same terms, so far as
applicable, as those which would apply to the Scheme.

In the event that the Acquisition is to be implemented by way of a Takeover
Offer, musicMagpie Shares will be acquired pursuant to the Takeover Offer
fully paid and free from all liens, charges, equitable interests, encumbrances
and rights of pre-emption and any other interests of any nature whatsoever and
together with all rights attaching thereto including the right to receive and
retain all dividends and distributions declared, made or paid by reference to
a record date after the Effective Date.

If the Acquisition is effected by way of a Takeover Offer and such Takeover
Offer becomes or is declared unconditional and sufficient acceptances are
received, AO Bidco intends to: (i) request that the London Stock Exchange
cancels admission of musicMagpie Shares to trading on AIM with effect from
shortly following the Effective Date; and (ii) exercise its rights (to the
extent such rights are available) to apply the provisions of Chapter 3 of Part
28 of the Companies Act to acquire compulsorily the remaining musicMagpie
Shares in respect of which the Takeover Offer has not been accepted.

The Acquisition is subject to the terms and conditions set out in Part III
(Conditions to the implementation of the Scheme and to the Acquisition) of the
Scheme Document.

If you are in any doubt about the contents of this Announcement, the Scheme
Document or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker, bank manager,
solicitor or independent financial adviser duly authorised under FSMA if you
are resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

 

 

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