Update on Scheme Timetable
No summary for this filing – the full text is below.
Select text to share a quote on X · sign in to keep highlights & notes in your AO. notes
(a wholly-owned subsidiary of AO World PLC)
(to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006)
UPDATE ON SCHEME TIMETABLE
On 2 October 2024, the boards of directors of AO World PLC ("AO") and musicMagpie Plc ("musicMagpie") announced that they had agreed 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").The Acquisition is to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). On 28 October 2024, musicMagpie published a circular in relation to the Scheme (the "Scheme Document") containing, amongst other things, the full terms and conditions of the Acquisition.
musicMagpie and AO provide the following update to the expected timetable of principal events which was contained in the Scheme Document for the implementation of the Scheme.
Updated Expected Timetable of Principal Events
| Event | Time and/or date (1) |
| 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) |
| Court Sanction Hearing | 10 December 2024 |
| Last day for dealings in, and for registration of transfers of, musicMagpie Shares | 11 December 2024 |
| Scheme Record Time | 6.00 p.m. on 11 December 2024 |
| Disablement in CREST of musicMagpie Shares | 6.00 p.m. on 11 December 2024 |
| Dealings in musicMagpie Shares on AIM suspended | at or around 7.30 a.m. on 12 December 2024 |
| Effective Date of the Scheme | 12 December 2024 (6) |
| Cancellation of admission of musicMagpie Shares to trading on AIM | 7.00 a.m. on 13 December 2024 |
| Latest date for despatch of cheques and crediting of CREST accounts for Consideration due under the Scheme | On or before 26 December 2024 |
| Long Stop Date | 11:59 p.m. on 2 April 2025 (7) |
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; 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 document to times are to London time unless otherwise stated.
- 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.
- 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.
- To commence at 9.30 a.m. or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
- 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 two Business Days 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.
- 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.
| Shore Capital (Financial Adviser, Rule 3 Adviser, Nominated Adviser and Broker to musicMagpie) | +44 (0)20 7408 4090 |
| 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) Rob Greening | +44(0) 20 7250 1446 ao@sodali.com |
Addleshaw Goddard LLP is acting as legal adviser to musicMagpie in connection with the Acquisition.
Disclaimers
Overseas jurisdictions
Dealing and Opening Position Disclosure requirements
Requesting hard copy documents
General
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.