REG - musicMagpie plc AO World plc - SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

AO WorldAnnouncement

12/12/2024 07:00

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RNS Number : 7448P  musicMagpie plc  12 December 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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

12 December 2024

RECOMMENDED CASH ACQUISITION

OF

MUSICMAGPIE PLC

BY

AO LTD

(a wholly-owned subsidiary of AO World PLC)

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

 

The boards of directors of AO World PLC ("AO") and musicMagpie PLC
("musicMagpie") are pleased to announce that, following delivery of the Court
Order to the Registrar of Companies today, the scheme of arrangement between
musicMagpie and the Scheme Shareholders under Part 26 of the Companies Act
(the "Scheme") to implement the 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") has become effective.

Full details of the Acquisition are set out in the scheme document published
by musicMagpie on 28 October 2024 (the "Scheme Document"). Capitalised terms
used in this announcement shall, unless otherwise defined, have the same
meanings as set out in the Scheme Document. All references to times in this
announcement are to London time unless stated otherwise.

Cancellation of admission of the musicMagpie Shares to trading on AIM

Admission of musicMagpie Shares to trading on AIM was suspended with effect
from 7:30 a.m. today, 12 December 2024. Following application by musicMagpie
to the London Stock Exchange, the cancellation of admission of the musicMagpie
Shares to trading on AIM is expected to take effect at 7:00 a.m. tomorrow, 13
December 2024.

Settlement of Consideration

Under the terms of the Scheme, Scheme Shareholders on the register of members
of musicMagpie at the Scheme Record Time, being 6:00 p.m. on 11 December 2024,
are entitled to receive 9.07 pence in cash for every Scheme Share held.
Cheques will be dispatched to Scheme Shareholders holding Scheme Shares in
certificated form, and the CREST accounts of Scheme Shareholders holding
Scheme Shares in uncertificated form will be credited, within 14 days of
today's date.

Board Changes

As the Scheme has now become Effective, musicMagpie announces that, as of
today's date, Martin Hellawell and Dave Wilson have both tendered their
resignations and stepped down from the musicMagpie board.

Enquiries:

 musicMagpie                                           +44 (0)870 479 2705
 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.

The person responsible for making this announcement on behalf of AO is Julie
Finnemore (Company Secretary). The person responsible for making this
announcement on behalf of musicMagpie is Matthew Fowler (Company Secretary).

 

Inside information

This announcement contains inside information for the purposes of the Market
Abuse Regulation.

Further information

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. The Acquisition will be
made and implemented solely pursuant to the terms of the Scheme Document (or
if the Acquisition is implemented by way of a Takeover Offer, the Offer
Document), which contains the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any vote in
respect of, or other response to, the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or if the
Acquisition is implemented by way of a Takeover Offer, the Offer Document).

This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

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
publication 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.

Disclaimers

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the FCA 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.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(either individually or collectively "Shore Capital"), which are authorised
and regulated by the FCA 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.

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, the AIM Rules and the  Disclosure Guidance and Transparency 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. 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.

Unless otherwise determined by AO Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition is not being 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 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 document 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, e-mail 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 is 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.
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 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 and the Scheme Document
(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 Information 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), statements made regarding the Acquisition, and other
information published (or 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.

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 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, nor 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 10(th)
business day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10(th) 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
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___.YXAxZTpzaG9yZWNhcDphOm86MzIzNDg4MjIyYTkzYmNjN2I3YjFmNjU1ZjFlMGMxNDE6Njo0MThlOmRmMzdmNjAzOTM3NjM3MGE1YjljNjgxYWZiNDU1NjZmYzdhMDcyNjgyYzgwYjU2ODJjMDE2MWYwNzExODczY2M6cDpUOk4)
and musicMagpie's website at www.musicmagpieplc.com/investors
(https://url.avanan.click/v2/___http:/www.musicmagpieplc.com/investors___.YXAxZTpzaG9yZWNhcDphOm86MzIzNDg4MjIyYTkzYmNjN2I3YjFmNjU1ZjFlMGMxNDE6NjozYzQyOjAzYWI0YWE5OWRiNGNjYjQ0OWU1ODI0NWZjYjU5MGVjNjdjNDNhM2U3NjA3OWIzNTI1OGIzOGRhMTBlZTdkMmI6cDpUOk4)
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.

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 by contacting musicMagpie's
registrars, Equiniti Limited. musicMagpie Shareholders can: (i) submit a
request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA, United Kingdom; or (ii) call +44 (0) 121 415 7019.
Calls are charged at the standard geographical rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. 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).

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

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

The Acquisition is subject to the Conditions and the full terms and conditions
set out in the Scheme Document.

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 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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