Hipgnosis Songs Fund Limited has received an update on the irrevocable undertaking given by J O Hambro Capital Management Limited ("JO Hambro") in relation to the cash offer made by Concord Bidco. Concord Bidco, a wholly-owned subsidiary of Alchemy Copyrights, LLC, trading as Concord, had previously announced an increased cash offer for the acquisition of Hipgnosis. The increased offer was declared final and would not be further increased. Concord Bidco had received irrevocable undertakings to vote in favor of the scheme at the Court Meeting and in favor of the Resolution to be proposed at the General Meeting.
The irrevocable undertaking given by J O Hambro, which initially related to 20,453,123 Hipgnosis Shares, representing approximately 1.69 per cent of the issued share capital of Hipgnosis, has been reduced to 5,523,085 Hipgnosis Shares, representing approximately 0.5 per cent of the issued share capital. Subsequently, J O Hambro disposed of a further 400,000 of the Hipgnosis Shares subject to the irrevocable undertaking, reducing the total number of Hipgnosis Shares subject to irrevocable undertakings received by Concord Bidco to 242,083,399, representing approximately 20.02 per cent of the issued share capital of Hipgnosis.
Concord Bidco had also completed the acquisition of 57,725,227 Hipgnosis Shares held by CCLA Investment Management, further reducing the total number of Hipgnosis Shares subject to irrevocable undertakings received by Concord Bidco. The announcement provided contact information for inquiries related to the acquisition and included important notices regarding the acquisition and the involvement of J.P. Morgan Cazenove as the sole financial adviser to Bidco.
The announcement emphasized that the Acquisition will be made solely by means of the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the resolutions proposed. The announcement also clarified that it is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or a solicitation of an offer to buy.