Update regarding Offer Period

Musicmagpie

27/11/2023 13:40

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RNS Number : 7990U  musicMagpie plc  27 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATION OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE"). ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY SUCH
OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER MIGHT BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

27 November 2023

musicMagpie plc ("musicMagpie" or the "Company")

Update regarding Offer Period

The Board of musicMagpie notes the announcement on 24 November 2023 from
Aurelius Investment Advisory Ltd on behalf of investment entities managed or
advised by it or its affiliates, and the announcement on 27 November 2023 from
BT Group plc, that they do not intend to make an offer for musicMagpie.
 Following the announcement by the Company on the 20 November 2023, which
commenced the offer period in respect of the Company in accordance with Rule
2.4 of the Code ("Offer Period"), the Company continues to seek potential
buyers for the entire issued and to be issued share capital of musicMagpie,
and, as such, remains in an Offer Period.

There can be no certainty that any offer for the Company will be made, nor as
to the terms of any such offer. Accordingly, shareholders are advised to take
no action at this time.

The attention of shareholders is drawn to the disclosure requirements of Rule
8 of the Code, which are summarised below.

A further announcement will be made as appropriate.

 

Enquiries

 musicMagpie plc                                               +44 (0) 870 479 2705

 Martin Hellawell, Non-Executive Chairman

 Steve Oliver, Chief Executive Officer and Co-Founder

 Matthew Fowler, Chief Financial Officer

 Shore Capital (Rule 3 Adviser, Nominated Adviser and Broker)  +44 (0) 207 408 4090

 Mark Percy

 Daniel Bush

 Deloitte LLP (Financial Adviser)                              +44 (0) 20 7936 3000

 Andy Westbrook

 Jonathan Sharp

 Powerscourt (Financial Public Relations)                      +44 (0) 20 7250 1446

 Rob Greening

 Sam Austrums

 

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited
(either individually or collectively "Shore Capital"), which are authorised
and regulated in the United Kingdom by the Financial Conduct Authority, are
acting exclusively for the Company and for no one else in connection with the
matters referred to in this announcement and will not be responsible to anyone
other than the Company for providing the protections afforded to clients of
Shore Capital or for providing advice in relation to the contents of, or
matters referred to in, this announcement. Neither Shore Capital &
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
or otherwise.

 

Deloitte LLP is acting as Financial Adviser to the Company in connection with
the matters described in this announcement.  Neither Deloitte LLP nor any of
its subsidiaries, affiliates, nor any member firm of the Deloitte Touche
Tohmatsu Limited worldwide network (including but not limited to Deloitte
Touche Tohmatsu Limited) owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, tort, under
statute or otherwise) to any person who is not a client of Deloitte LLP in
connection with this announcement, any statement contained herein, or
otherwise.

 

Additional information

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise.  Any offer, if made, will be made solely by
certain offer documentation which will contain the full terms and conditions
of any offer, including details of how it may be accepted.  The distribution
of this announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of musicMagpie who are not resident
in the United Kingdom may be affected by the laws of relevant jurisdictions.
 Therefore, any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of musicMagpie who are not resident in
the United Kingdom will need to inform themselves about, and observe any,
applicable requirements.

 

The Company's ordinary shares have not been and will not be registered under
the US Securities Act or under the securities laws of any state or other
jurisdiction of the United States.  Accordingly, the Ordinary Shares may not
be offered, sold, resold, delivered, distributed or otherwise transferred,
directly or indirectly, in or into the United States absent registration under
the US Securities Act of 1933 or an exemption therefrom.  There will be no
public offer of the Company's ordinary shares in the United States.

 

Disclosure requirements of the Takeover Code (the "Code")

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (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 Code, any person who is, or becomes, interested in 1%
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 pm (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 Takeover 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.

 

Market Abuse Regulations

The information contained within this announcement is considered to constitute
inside information as stipulated under Article 7 of the Market Abuse
Regulations (EU) No.596/2014 as incorporated into UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("UK MAR").  Upon the publication of
this announcement via a regulatory information service, this inside
information will be considered to be in the public domain.  For the purposes
of UK MAR, the person responsible for arranging for the release of this
information on behalf of musicMagpie is Matt Fowler.

 

Publication on website

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on the website of musicMagpie at
http://www.musicmagpieplc.com/investors promptly and by no later than 12 noon
(London time) on the business day following this announcement.  The content
of the website referred to in this announcement is not incorporated into and
does not form part of this announcement.

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