Scheme Of Arrangement And Suspension Of Dealings
AO World completes court-sanctioned acquisition of musicMagpie; scheme effective 12 December 2024.
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(a wholly-owned subsidiary of AO World PLC)
COURT SANCTION OF SCHEME OF ARRANGEMENT AND SUSPENSION OF DEALINGS
The boards of directors of AO World PLC ("AO") and musicMagpie PLC ("musicMagpie") are pleased to announce that the Court has today issued the Court Order sanctioning 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").
The Acquisition is subject to the terms and conditions set out in the scheme document published by musicMagpie on 28 October 2024 (the "Scheme Document").
On 20 November 2024, the Scheme was approved by the requisite majorities of Scheme Shareholders at the Court Meeting and the Resolutions in connection with the implementation of the Scheme were passed by the requisite majority of musicMagpie Shareholders at the General Meeting.
Next steps
The Scheme remains conditional on, and will become Effective upon, the delivery to the Registrar of Companies of the Court Order, which is expected to occur on 12 December 2024.
musicMagpie confirms that the last day of dealings in, and for registrations of transfers of, musicMagpie Shares will be 11 December 2024. The Scheme Record Time and the time at which musicMagpie Shares will be disabled in CREST is 6.00 p.m. on 11 December 2024.
A request has been made to the London Stock Exchange for admission of the musicMagpie Shares to trading on AIM to be suspended with effect from 7:30 a.m. on 12 December 2024.
The cancellation of admission of the musicMagpie Shares to trading on AIM has also been applied for and, subject to the Scheme becoming Effective, is expected to take effect at 7:00 a.m. on 13 December 2024.
A further announcement will be made when the Scheme becomes Effective.
General
The expected timetable of principal events for the implementation of the Scheme remains as set out in the Scheme Document. The dates and times given are indicative only and are based on musicMagpie's current expectations and may be subject to change. If any of the expected times and/or dates change, the revised times and/or dates will be notified to musicMagpie Shareholders by announcement through a Regulatory Information Service.
| 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.