Songtradr, Inc Recommended Cash Offer for 7digital Group plc (3512P)

TIDM7DIG

RNS Number : 3512P

Songtradr, Inc

08 February 2023

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 THAT JURISDICTION .

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION NO . 596/2014 (AS INCORPORATED INTO UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMED BY VIRTUE OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS 2019) . UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE , THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN .

For immediate release

8 February 2023

RECOMMED CASH OFFER

for

7DIGITAL GROUP PLC

SONGTRADR, INC .

to be effected by means of a Court-sanctioned Scheme of Arrangement

under Part 26 of the Companies Act 2006

Summary and Highlights

-- The Boards of 7digital Group plc ("7digital " or the "Company"), the service provider of B2B end-to-end digital music solutions, and Songtradr, Inc. ("Songtradr") are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash offer to be made by Songtradr for the entire issued, and to be issued, ordinary share capital of 7digital (the "Offer"). It is intended that the Offer will be implemented by way of a Court-sanctioned scheme of arrangement between 7digital and its shareholders under Part 26 of the Companies Act (the "Scheme") (or if Songtradr so elects, with the consent of the Panel and under the terms of the Co-operation Agreement, by way of a Takeover Offer).

-- Under the terms of the Offer , each Scheme Shareholder on the register of members at the Scheme Record Time will be entitled to receive:

for each Scheme Share: 0.695 pence in cash

   --    The Offer P rice per Scheme Share represents a premium of approximately:

-- 114 per cent. to the Closing Price of 0.325 pence per 7digital Share on 7 February 2023 (being the last Business Day prior to the commencement of the Offer Period);

-- 124 per cent. to the volume-weighted average price of 0.310 pence per 7digital Share for the one-month period ended on and including 7 February 2023 (being the last Business Day prior to the commencement of the Offer Period);

-- 105 per cent. to the volume-weighted average price of 0.340 pence per 7digital Share for the three-month period ended on and including 7 February 2023 (being the last Business Day prior to the commencement of the Offer Period); and

-- 95 per cent. to the volume-weighted average price of 0.357 pence per 7digital Share for the six-month period ended on and including 7 February 2023 (being the last Business Day prior to the commencement of the Offer Period).

-- The Offer Price values 7digital's entire issued, and to be issued, ordinary share capital at approximately GBP19.40 million on a fully diluted basis.

-- If, on or after the date of this announcement and prior to the Offer becoming Effective, any dividend and/or other distribution and/or other return of capital is announced, declared, made or paid or becomes payable in respect of the 7digital Shares, Songtradr reserves the right to reduce the consideration payable under the terms of the Offer for the 7digital Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital, in which case any reference in this announcement to the consideration payable under the terms of the Offer will be deemed to be a reference to the consideration as so reduced. In such circumstances, 7digital Shareholders would be entitled to retain any such dividend, distribution or other return of capital.

Recommendation

-- The 7digital Directors, who have been so advised by Strand Hanson Limited ("Strand Hanson"), 7digital's financial adviser, as to the financial terms of the Offer , consider the terms of the Offer to be fair and reasonable. In providing its advice to the 7digital Directors, Strand Hanson has taken into account the commercial assessments of the 7digital Directors. Strand Hanson is providing independent financial advice to the 7digital Directors for the purposes of Rule 3 of the Takeover Code.

-- Accordingly, the 7digital Directors intend to recommend unanimously that, in the case of the Court Meeting, the Scheme Shareholders and, in the case of the General Meeting, 7digital Shareholders vote or procure votes in favour of the resolutions relating to the Offer at the Meetings to be convened in due course.

-- Those 7digital Directors who hold 7digital Shares have irrevocably undertaken to vote (or, where applicable, procure voting) in favour of the resolutions at the Meetings in respect of their own beneficial holdings totalling 1,190,557,434 7digital Shares (representing, in aggregate, approximately 43.74 per cent. of the existing issued ordinary share capital of 7digital) as at 7 February 2023, being the last Business Day prior to the date of this announcement.

Background to and reasons for the Offer

Songtradr is one of the world's largest B2B music licensing companies, delivering music solutions to music rights holders as well as brands, agencies, digital platforms and content creators. The Songtradr platform is a B2B music licensing marketplace and its technology is designed to connect music rights holders such as artists, labels, and publishers with brands, advertisers, video games, digital platforms and content creators.

Songtradr was founded in 2014 and is backed by certain institutional investors, family offices, and high net worth shareholders. Since its inception, Songtradr's mission has been to change the music industry for good through improvements in technology, creativity and transparency.

Songtradr's platform provides a comprehensive suite of tools and services to manage music rights for rights holders and streamlined music discovery and licensing for B2B music users.

Songtradr has developed its business to serve the evolving needs of the music industry and to support the growing number of use cases for music consumption through both organic growth and strategic mergers and acquisitions.

The proposed acquisition of 7digital is strongly aligned to Songtradr's product roadmap and vision and will facilitate the realisation of the following strategic benefits:

-- a platform and extensive music catalogue which, for the Combined Group, will enhance relationships with existing customers and accelerate new customer acquisition;

-- a comprehensive music and technology solution for digital platforms and music rights holders which, for the Combined Group, delivers both music audio and rights at scale, metadata enhancement, digital rights management, content tracking and royalty reporting;

-- accelerated execution of Songtradr's growth strategy, removing inefficiencies and friction, and simplifying global music licensing;

-- the continued growth of video games, online applications and digital platforms is significantly increasing opportunities for the music industry to monetise rights. Songtradr believes that the Combined Group will be in an advantageous position to provide unmatched combined solutions to both sides of the marketplace;

-- as the music and online technology industries continue to rapidly evolve, the Combined Group will provide a financially stable platform for 7digital to fulfil its potential, thereby benefiting both the Company and its employees;

-- the Songtradr Board believes that there is a strong cultural fit between both companies and that an aligned long-term vision will benefit both parties; and

-- Songtradr therefore believes that its Offer represents a meaningful exit opportunity at a significant premium for 7digital Shareholders in the absence of a strong, liquid secondary market on AIM.

Information on Songtradr

Songtradr was founded in 2014 by technology entrepreneur, record producer and songwriter, Paul Wiltshire in Santa Monica, California. Since its incorporation, Songtradr has grown into an internationally recognised brand with approximately 300 employees and offices in the US, UK, Europe, Asia and Australia. Songtradr has raised over US$100 million from institutional investors, family offices and high net worth individuals. Songtradr is focused on solving the current fragmentation and inefficiencies in music licensing, rights management and music data hygiene while providing B2B music customers with a one-stop solution for all their music requirements.

Irrevocable undertakings

-- Songtradr has received irrevocable undertakings to vote , or procure the vote, in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting (or, in the event that the Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer) from certain institutional and other 7digital Shareholders (as set out in Appendix 3 to this announcement) in respect of, in aggregate, 675,222,222 7digital Shares (representing approximately 24.81 per cent. of the existing issued ordinary share capital of 7digital) as at 7 February 2023, being the last Business Day prior to the date of this announcement.

-- Together with irrevocable undertakings received from the 7digital Directors who hold 7digital Shares, Songtradr has procured irrevocable undertakings to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting (or, in the event that the Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer), in respect of, in aggregate, 1,865,779,656 7digital Shares (representing approximately 68.54 per cent. of the existing issued ordinary share capital of 7digital) as at 7 February 2023, being the last Business Day prior to the date of this announcement.

Further details of the abovementioned irrevocable undertakings (including the circumstances in which they cease to be binding) are set out in Appendix 3 to this announcement.

Timetable and conditions

-- It is intended that the Offer will be implemented by way of a court--sanctioned scheme of arrangement under Part 26 of the 2006 Act (although Songtradr reserves the right to effect the Offer by way of a Takeover Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement).

-- The terms of the Offer will be put to 7digital Shareholders at the Court Meeting and the General Meeting. The Court Meeting and the General Meeting are required to enable 7digital Shareholders to consider and, if thought fit, vote in favour of the Scheme and the Special Resolution to implement the Scheme. In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders, present and voting at the Court Meeting, whether in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares voted. In addition, a special resolution implementing the Scheme must be passed by 7digital Shareholders representing at least 75 per cent. of the votes cast at the General Meeting.

-- The Conditions to the Offer are set out in full in Appendix 1 to this announcement along with certain other terms; the full terms and conditions will also be provided in the Scheme Document.

-- It is expected that the Scheme Document, containing further information about the Offer and formal notices of the Court Meeting and General Meeting, together with the associated forms of proxy, will be posted to 7digital Shareholders as soon as practicable and in any event within 28 days of this announcement (or such later time as 7digital, Songtradr and the Panel agree) and the Meetings are expected to be held shortly thereafter. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Songtradr's website at https://www.songtradr.com/investors / relating to the Offer, and 7digital's website at https://www.7digital.com/investors/ relating to the Offer.

-- The Offer is currently expected to complete during the first quarter of 2023 , subject to the satisfaction or (where applicable) waiver of the Conditions. An expected timetable of principal events relating to the Offer will be provided in the Scheme Document.

Commenting on the Offer, Paul Langworthy, CEO of 7digital, said :

"We are pleased to recommend this Offer to be made by Songtradr as it is beneficial to both the operations of the Company and our shareholders. Songtradr's ambition for the business matches our own and there is strong strategic alignment on how best to drive growth for the Combined Group, as well as how best to serve the needs of a growing B2B market. The Offer recognises the underlying value of the Company, providing all 7digital Shareholders with the opportunity of a certain cash exit at an attractive premium to the prevailing market share price. We firmly believe that as part of the Combined Group, 7digital will have access to the capital, support and scale it needs to achieve its full potential."

Commenting on the Offer, Paul Wiltshire, CEO of Songtradr, said :

"Having closely followed 7digital's evolution for a long time, we are delighted to have reached agreement to combine our businesses, expanding our position in the B2B music licensing and technology ecosystem. We are very excited with respect to what our collective team will be able to achieve in delivering an enhanced offering for our clients and to help shape the future of music licensing."

This summary should be read in conjunction with, and is subject to, the full text of this announcement and the Appendices . The Offer will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document . The sources of certain financial information contained in this announcement and bases of calculations are set out in Appendix 2 . Details of the irrevocable undertakings received by Songtradr are set out in Appendix 3 . Certain definitions and terms used in this announcement are set out in Appendix 4 .

Enquiries :

 
 Songtradr 
  Paul Wiltshire, CEO                                     +1 424 744 8190 
 Liberum Capital Limited (Financial 
  Adviser to Songtradr) 
  Tim Medak 
  Kate Bannatyne 
  Cara Murphy                                         +44 (0)20 3100 2000 
 7digital 
  Paul Langworthy, CEO                            c/o +44 (0)20 4582 3500 
 Strand Hanson Limited (Financial 
  Adviser and Nominated Adviser to 7digital) 
  James Dance 
  Matthew Chandler 
  Richard Johnson 
  James Harris                                        +44 (0)20 7409 3494 
 Gracechurch Group (Financial PR to 
  7digital) 
  Harry Chathli 
  Claire Norbury                                      +44 (0)20 4582 3500

RBG Legal Services Limited, trading as Memery Crystal, is acting as legal adviser to Songtradr.

Charles Russell Speechlys LLP is acting as legal adviser to 7digital.

Further information

Liberum Capital Limited (" Liberum "), which is authorised and regulated in the UK by the FCA, is acting as financial adviser to Songtradr and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Songtradr for providing the protections afforded to clients of Liberum nor for providing advice in connection with the matters referred to herein. Neither Liberum nor any of its 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 Liberum in connection with this announcement, any statement contained herein, the Offer or otherwise.

Strand Hanson Limited (" Strand Hanson "), which is authorised and regulated in the UK by the FCA, is acting as nominated adviser and financial adviser to 7digital and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than 7digital for providing the protections afforded to clients of Strand Hanson nor for providing advice in connection with the matters referred to herein. Neither Strand Hanson nor any of its 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 Strand Hanson in connection with this announcement, any statement contained herein, the Offer or otherwise.

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an 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 Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of 7digital in any jurisdiction in contravention of applicable law. The Offer will be implemented solely by means of the Scheme Document (or, if the Offer is implemented by way of a Takeover Offer , the Offer Document), which will contain the full terms and conditions of the Offer including details of how to vote in respect of the Offer. Any vote in respect of the Scheme or other response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document (or, if the Offer 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.

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, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser .

Overseas Shareholders

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements 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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared in accordance and for the purpose of complying with English law, the Takeover Code, the AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside of England.

The availability of the Offer to 7digital Shareholders who are not resident in and citizens of the UK 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 UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their 7digital Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. 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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Songtradr or required by the Takeover Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme 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 Offer 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, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Offer. If the Offer 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.

Further details in relation to Overseas Shareholders will be included in the Scheme Document.

Notice to US investors in 7digital

The Offer relates to the shares of an English company and is to be 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 or proxy solicitation rules under the US Exchange Act . Accordingly, the Offer will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus 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.

If, in the future, Songtradr exercises its right to implement the Offer by way of a Takeover Offer , which is to be made into the United States, such Takeover Offer will be made in compliance with the applicable US laws and regulations.

It may be difficult for US holders of 7digital Shares to enforce their rights and any claim arising out of the US federal laws, since 7digital is located in a non-US jurisdiction, and some or all of 7digital's officers and directors may be residents of a non-US jurisdiction. US holders of 7digital Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

To the extent permitted by applicable law, in accordance with normal UK market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Songtradr, or its nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, 7digital Shares outside of the US, other than pursuant to the Offer, until the date on which the Offer becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.

US 7digital Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US 7digital Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Cautionary note regarding forward-looking statements

This announcement (including any information incorporated by reference in this announcement), oral statements made regarding the Offer, and other information published by Songtradr and 7digital contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Songtradr and 7digital 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.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Offer on Songtradr and 7digital (including their future prospects, developments and strategies), the expected timing and scope of the Offer and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Songtradr and 7digital believe that the expectations reflected in such forward-looking statements are reasonable, neither Songtradr nor 7digital can give assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Offer; the ability to obtain any requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Songtradr and 7digital operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency fluctuations, the degree of competition in the geographic and business areas in which Songtradr and 7digital operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in light of such factors. Neither Songtradr nor 7digital, 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. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Songtradr nor 7digital is under any obligation, and Songtradr and 7digital expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for 7digital for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for 7digital.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 Takeover 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 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 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.

No comparable offer for Deferred Share Classes

7digital has in issue 115,751,517 Deferred Shares and 419,622,489 Deferred A Shares. The Deferred Share Classes are not listed on any exchange and have limited rights. The Deferred Share Classes have no right to participate in any dividends declared, made or paid by 7digital but have the right to participate on a return of assets in a winding up of 7digital by way of a repayment of the capital paid up on such Deferred Share Classes after the rights of all holders of 7digital Shares have been discharged in full and a sum of GBP1 million has been paid in respect of each 7digital Share. Holders of the Deferred Share Classes have no other rights to participate in the assets of 7digital. The Deferred Share Classes do not confer on their holders any right to receive notice of, attend, or vote at general meetings of 7digital.

The Panel has agreed that the Deferred Share Classes are not equity securities under the Takeover Code and therefore a comparable offer does not need to be made for the Deferred Share Classes under Rule 14 of the Takeover Code. Songtradr and 7digital intend for the Deferred Share Classes to be cancelled on or shortly following the Effective Date.

Publication of this announcement on websites

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on 7digital's website at https://www .7digital.com/investors and on Songtradr's website at https://www .songtradr.com/investors by no later than 12 noon (London time) on the Business Day following this announcement, in accordance with Rule 26.1 of the Takeover Code.

For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this announcement.

Requesting hard copy documents

Any person entitled to receive a copy of documents, announcements and information relating to the Offer is entitled to receive such documents in hard copy form free of charge. A person may also request that all future documents, announcements and information in relation to the Offer are sent to them in hard copy form. Hard copies of such documents, announcements (including this announcement), and information will not be sent unless requested.

In accordance with Rule 30.3 of the Takeover Code, 7digital Shareholders, persons with information rights and participants in the 7digital Share Plan may request a hard copy of this announcement by contacting the Receiving Agent, Neville Registrars Limited, on 0121 585 1131 from within the UK or +44 (0) 121 585 1131 if calling from outside the UK. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.00 p.m., Monday to Friday excluding public holidays in England and Wales or by submitting a request in writing to the Receiving Agent at Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD. If you have received this announcement in electronic form, copies of this announcement and any document or information incorporated by reference into this announcement will not be provided unless such a request is made. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by 7digital Shareholders, persons with information rights and other relevant persons for the receipt of communications from 7digital may be provided to Songtradr or any other offeror during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Person responsible

The person responsible for arranging the release of this announcement on behalf of Songtradr is Paul Wiltshire.

Rule 2.9 information

For the purposes of Rule 2.9 of the Takeover Code, 7digital confirms that, as at the latest practicable date of 7 February 2023, it had in issue and admitted to trading on AIM 2,722,085,961 ordinary shares of 0.01 pence each. The International Securities Identification Number (ISIN) in respect of such ordinary shares is GB00BMH46555.

General

If the Offer is effected by way of a Takeover Offer, and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Songtradr intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining 7digital Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Songtradr may purchase 7digital Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.

For immediate release

8 February 2023

RECOMMED CASH OFFER

for

7DIGITAL GROUP PLC

SONGTRADR, INC .

to be effected by means of a Court-sanctioned Scheme of Arrangement

under Part 26 of the Companies Act 2006

   1          Introduction

The Boards of 7digital and Songtradr are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash offer to be made by Songtradr for the entire issued, and to be issued, ordinary share capital of 7digital.

It is intended that the Offer will be implemented by way of a Court--sanctioned scheme of arrangement under Part 26 of the 2006 Act (although Songtradr reserves the right to effect the Offer by way of a Takeover Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement). The Conditions to the Offer are set out in full in Appendix 1 to this announcement.

   2          The OFFER

Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and the full terms and conditions to be set out in the Scheme Document, each Scheme Shareholder who is on the register of members of 7digital at the Scheme Record Time will be entitled to receive:

   for each Scheme Share :         0.695 pence in cash

The Offer Price values 7digital's entire issued, and to be issued, ordinary share capital at approximately GBP19.40 million on a fully diluted basis.

The Offer Price also represents a premium of approximately:

-- 114 per cent. to the Closing Price of 0.325 pence per 7digital Share on 7 February 2023 (being the last Business Day prior to the commencement of the Offer Period);

The 7digital Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equities, encumbrances, rights of pre--emption and any other interests of any nature whatsoever and together with all rights attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid with a record date on or after the Scheme Record Time.

If, on or after the date of this announcement and prior to the Offer becoming Effective, any dividend and/or other distribution and/or other return of capital is announced, declared, made or paid or becomes payable in respect of the 7digital Shares, Songtradr reserves the right to reduce the consideration payable under the terms of the Offer for the 7digital Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital, in which case any reference in this announcement to the consideration payable under the terms of the Offer will be deemed to be a reference to the consideration as so reduced. In such circumstances, 7digital Shareholders would be entitled to retain any such dividend, distribution or other return of capital.

It is expected that the Scheme Document will be published within 28 days of this announcement (or such later date as Songtradr and 7digital may, with the consent of the Panel, agree). Subject to the satisfaction of the Conditions and the further terms set out in Appendix 1 to this announcement and the full terms and conditions to be set out in the Scheme Document, the Scheme is expected to become Effective in the first quarter of 2023.

   3          Background to and reasons for the OFFER

Songtradr is one of the world's largest B2B music licensing companies, delivering music solutions to music rights holders as well as brands, agencies, digital platforms and content creators. The Songtradr platform is a B2B music licensing marketplace and its technology is designed to connect music rights holders, such as artists, labels, and publishers, with brands, advertisers, video games, digital platforms and content creators.

Songtradr's platform provides a comprehensive suite of tools and services to manage music rights for rights holders and streamlined music discovery and licensing for B2B music users.

The proposed acquisition of 7digital is strongly aligned to Songtradr's product roadmap and vision and will facilitate the realisation of the following strategic benefits:

-- a platform and extensive music catalogue which, for the Combined Group, will enhance relationships with existing customers and accelerate new customer acquisition;

-- accelerated execution of Songtradr's growth strategy, removing inefficiencies and friction, and simplifying global music licensing;

-- the Songtradr Board believes that there is a strong cultural fit between the companies and an aligned long-term vision that will benefit both parties; and

-- Songtradr therefore believes that its Offer represents a meaningful exit opportunity at a significant premium for 7digital Shareholders in the absence of a strong, liquid secondary market on AIM.

   4          RECOMMATION AND DIRECTOR IRREVOCABLE UNDERTAKINGS

The 7digital Directors, who have been so advised by Strand Hanson, 7digital's financial adviser, as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing its advice, Strand Hanson has taken into account the commercial assessments of the 7digital Directors. Strand Hanson is providing independent financial advice to the 7digital Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the 7digital Directors intend to recommend unanimously that , in the case of the Court Meeting, the Scheme Shareholders and, in the case of the General Meeting, 7digital Shareholders, vote or procure votes in favour of the resolutions relating to the Offer at the Meetings to be convened in due course.

Those 7digital Directors who hold 7digital Shares have irrevocably undertaken to vote in favour of the resolutions at the Meetings in respect of their own beneficial holdings totalling 1,190,557,434 7digital Shares (representing, in aggregate, approximately 43.74 per cent. of the existing issued ordinary share capital of 7digital) as at 7 February 2023, being the last Business Day prior to the date of this announcement. Further details of these undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this announcement.

   5          Background to and reasons for the recommendation of the offer

The 7digital Directors believe that 7digital is well positioned in its end markets with attractive fundamentals. Since 2019, 7digital has pivoted to focus on the provision of an easy-to-integrate, productised, one-to-many platform and feature set, moving away from providing bespoke solutions. This transition to a product-driven model has enabled it to enter several new verticals and quickly respond to changes in trends in music consumption. Accordingly, 7digital has successfully entered and secured clients in new markets, including social media and online fitness. It is also gaining traction in the growth sectors of gaming, music intelligence and background music.

However, the 7digital Directors believe that, whilst the outlook for its key target markets is favourable in the medium term, it will require both scale and reach to take full advantage of these opportunities. To fulfil its full potential, the Company will need access to additional growth capital and to strengthen its balance sheet.

The 7digital Directors do not believe that access to such additional capital is readily available to 7digital via the capital markets at a price that would enable it to deliver shareholder value in the short to medium term. The 7digital Directors believe that the Offer will provide the necessary resources and support required to scale 7digital's business, whilst also removing the significant costs and regulatory burden and constraints of being a UK publicly quoted company.

Furthermore, having given due consideration to Songtradr's intentions regarding 7digital's employees, the 7digital Directors believe that 7digital's workforce will benefit from enhanced future employment opportunities within the Combined Group.

The 7digital Directors have also consulted with certain of 7digital's significant and other shareholders who have demonstrated their support for the Offer as evidenced by their provision of irrevocable undertakings to vote in favour of the Scheme or accept a Takeover Offer in respect of, in aggregate, 675,222,222 7digital Shares representing approximately 24.81 per cent. of 7digital's existing issued share capital.

Consequently, the 7digital Directors believe that the Offer represents the best opportunity for the Company to accelerate its growth strategy for the benefit of all stakeholders.

In addition, the Offer represents an opportunity for 7digital Shareholders to crystallise certain value, in cash, at a price of 0.695 pence per 7digital Share, which represents a premium of approximately:

a. 114 per cent. to the Closing Price of 0.325 pence per 7digital Share on 7 February 2023 (being the last Business Day prior to the commencement of the Offer Period);

b. 124 per cent. to the volume-weighted average price of 0.310 pence per 7digital Share for the one-month period ended on and including 7 February 2023 (being the last Business Day prior to the commencement of the Offer Period);

c. 105 per cent. to the volume-weighted average price of 0.340 pence per 7digital Share for the three-month period ended on and including 7 February 2023 (being the last Business Day prior to the commencement of the Offer Period); and

d. 95 per cent. to the volume-weighted average price of 0.357 pence per 7digital Share for the six-month period ended on and including 7 February 2023 (being the last Business Day prior to the commencement of the Offer Period).

Against this backdrop, and following careful consideration of the merits of the Offer, the 7digital Board has determined that the Offer is in the best interests of 7digital and 7digital Shareholders as a whole. Accordingly, the 7digital Board, which has been so advised by Strand Hanson as to the financial terms of the Offer, has agreed to unanimously recommend the Offer to enable it to be put forward to 7digital Shareholders.

   6          Information relating to Songtradr

Further financial and other information on Songtradr will be set out in the Scheme Document.

   7          Information relating to 7digital

7digital was incorporated in England and Wales on 28 March 2000. Headquartered in London, 7digital is a global leader in B2B end-to-end digital music solutions, providing a scalable cloud-based platform that enables companies and brands to connect to its global music catalogue and rights management system to launch and manage unique and engaging music experiences. Operating worldwide in over 82 markets and integrated with more than 300,000 labels and publishers, 7digital's platform automates the complex and time-consuming processes of music management, making it easier to access, use and manage music as a core part of any user experience.

7digital's ordinary shares were admitted to trading on AIM in June 2014. The Company currently employs approximately 46 people across the UK, the US and Australia.

The combination of an established music industry pedigree and highly productised platform has created a competitive advantage in relation to, inter alia, streaming, user generated content (UGC), gaming, online fitness and retail. 7digital's music-as-a-service platform is built to be fully integrated with labels and publishers to allow easy access to 100% cleared and compliant music. As such, the 7digital Directors believe that 7digital is uniquely positioned to help companies navigate the technological and legal complexities of providing music experiences to their audiences, enabling growth in established and emerging industries and markets. In addition, 7digital provides thousands of custom usage and royalty reports each month to meet reporting requirements of labels, publishers, and PROs for clients in any industry or business model.

As a leader in B2B solutions, 7digital has remained at the forefront of growth and opportunity across the audio marketplace, and has responded early to tailwinds from new platforms and technology. Since 2020, 7digital has expanded the number of customer contracts in strategic verticals, including large social brands, a leading background music provider, and established name-brand fitness providers such as Barry's. 7digital's enterprise customers today reach over 1 billion monthly active users.

7digital also offers award-winning radio production and music curation services, editorial strategy and expertise to leading global media brands including the BBC and Audible. 7digital continues to offer its download music store in a number of countries across the globe, providing the world's music catalogue for sale in both high resolution and standard audio formats.

For its latest financial year to 31 December 2021, the 7digital Group reported audited total revenue of GBP6.73 million (2020: GBP6.51 million) and a loss before income tax of GBP3.92 million (2020: GBP2.28 million). 7digital's issued share capital comprises 2,722,085,961 ordinary shares, which, based on the Closing Price per 7digital Share of 0.325 pence on 7 February 2023 (being the last Business Day prior to this announcement), equates to a market capitalisation of approximately GBP8.85 million.

   8          7digital's Current trading AND Prospects

On 28 September 2022, 7digital announced its unaudited interim results for the half year ended 30 June 2022, where it reported total revenue of GBP3.94 million (H1 2021: GBP3.27 million) and a loss after taxation of GBP0.33 million (H1 2021: GBP1.91 million). As at 30 June 2022, unaudited total assets were GBP2.34 million (H1 2021: GBP3.18 million) and net liabilities were GBP6.30 million (H1 2021: GBP4.27 million).

7digital continued to perform strongly in the second half of 2022 and expects to report a strong growth in full year revenue over 2021. This growth is primarily due to the increase in licensing revenues, which is expected to grow by over 40% in 2022 over 2021. Overall in 2022, 7digital converted a number of contracts into favourable longer-term contracts and 10 new customer contracts were secured. 7digital also maintained tight cost control and reduced its operating costs by 11%.

Looking ahead, 7digital has entered 2023 with a strong pipeline of new business opportunities. Its market leading position in the key verticals of social media, fitness and gaming are expected to yield further revenue growth in 2023. The medium term B2B opportunities are growing as more and more service types turn to music as a key ingredient to their offerings.

The 7digital Group continues to trade in line with the 7digital Directors' expectations.

Further financial and other information on 7digital will be set out in the Scheme Document.

   9          Irrevocable undertakings

As described above, Songtradr has received irrevocable undertakings to vote (or, where applicable, procure voting) in favour of the Scheme resolutions relating to the Offer at the Court Meeting and the Special Resolution at the General Meeting (or in the event that the Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer) from all of the 7digital Directors who own or control 7digital Shares, in respect of their interests totalling 1,190,557,434 7digital Shares (representing approximately 43.74 per cent. of 7digital's existing issued ordinary share capital) as at 7 February 2023, being the last Business Day prior to the date of this announcement. These undertakings will remain binding in the event that any higher competing offer for 7digital is made.

Songtradr has also received irrevocable undertakings to vote in favour of the Scheme resolution relating to the Offer at the Court Meeting and the Special Resolution at the General Meeting (or in the event that the Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer) from certain institutional and other shareholders, in respect of, in aggregate, 675,222,222 7digital Shares (representing approximately 24.81 per cent. of 7digital's existing issued ordinary share capital as at 7 February 2023, being the last Business Day prior to the date of this announcement. These undertakings will also remain binding in the event that any higher competing offer for 7digital is made.

In total, therefore, Songtradr has procured irrevocable undertakings to vote in favour of the Scheme resolutions relating to the Offer at the Court Meeting and the Special Resolution at the General Meeting (or in the event that the Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer), in respect of, in aggregate, 1,865,779,656 7digital Shares representing approximately 68.54 per cent. of the existing issued ordinary share capital of 7digital as at 7 February 2023, being the last Business Day prior to the date of this announcement.

In addition, Helen Gilder, Non-Executive Director of 7digital has provided an irrevocable undertaking to Songtradr to vote (or procure the vote) in favour of the Scheme resolution relating to the Offer at the Court Meeting and the Special Resolution at the General Meeting (or in the event that the Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer), in respect of her 527,778 outstanding options in the event they are exercised prior to the Court Meeting.

Further details of these irrevocable undertakings (including the circumstances in which they cease to be binding) are set out in Appendix 3 to this announcement.

   10        Financing of the Offer

The cash consideration payable by Songtradr under the terms of the Offer will be funded from its existing cash resources.

Liberum is satisfied that sufficient resources are available to Songtradr to satisfy in full the cash consideration payable to 7digital Shareholders under the terms of the Offer.

Further information on the financing of the Offer will be set out in the Scheme Document.

   11        Offer--related arrangements

Confidentiality Agreement

On 3 November 2022, Songtradr and 7digital entered into the Confidentiality Agreement in relation to the Offer, pursuant to which, amongst other things, Songtradr has undertaken to: (a) keep information relating to 7digital and the Offer confidential and not to disclose it to third parties (subject to certain exceptions); and (b) use such confidential information only in connection with the Offer. These confidentiality obligations will remain in force until the earlier of (i) completion of the Offer; and (ii) 18 months from the date of the Confidentiality Agreement.

Co-operation Agreement

Songtradr and 7digital have entered into a Co-operation agreement dated 8 February 2023 to record the steps that each has agreed to take in relation to the implementation of the Offer.

Under the terms of the Co-operation Agreement, Songtradr and 7digital have, amongst other things, agreed to co-operate in relation to obtaining any approvals, consents, clearances, permissions, confirmations, comfort letters and waivers as may be necessary, and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable regulatory authority in connection with the Offer.

In addition, Songtradr has agreed to provide 7digital with certain information for the purposes of the Scheme Document and to otherwise provide assistance which may be reasonably required in connection with the preparation of the Scheme Document.

The Co-operation Agreement also includes provisions relating to the right of Songtradr to implement the Offer by way of a Takeover Offer and provisions that will apply in respect of the 7digital Share Plan.

Furthermore, the Co-operation Agreement includes provisions whereby Songtradr and 7digital have agreed and acknowledged that they will procure the repayment of all outstanding amounts in respect of 7digital's GBP2.0 million revolving credit facility ("RCF") with Investec Bank plc ("Investec") as soon as practicable following the Effective Date (and in any event within five Business Days) in accordance with its terms and Songtradr has agreed that it will put 7digital in funds to make such repayment. Accordingly, Songtradr and 7digital have also agreed to procure the termination and release of the associated guarantees provided to Investec by of each of (i) Tamir Koch, (ii) Joseph Samberg and (iii) Magic Investments S.A. ("Magic") in connection with the repayment of the RCF.

For the purposes of Rule 16 of the Takeover Code, Strand Hanson considers the terms of the abovementioned termination and release of the guarantees in respect of the RCF, provided by each of Tamir Koch, Joseph Samberg and Magic, to be fair and reasonable insofar as 7digital's independent shareholders are concerned.

The Co-operation Agreement also includes a provision whereby Songtradr and 7digital have agreed that the two loans of GBP500,000 each advanced to 7digital by Magic (the "Magic Shareholder Loans") will be repaid, subject to the occurrence of the Effective Date. Songtradr and 7digital have further agreed that they intend to enter into an agreement with Magic, prior to the publication of the Scheme Document, such that, conditional on the occurrence of the Effective Date, the Magic Shareholder Loans will be repaid by 7digital within five Business Days of the Effective Date.

Songtradr has the right to terminate the Co-operation Agreement in certain circumstances including: (i) by agreement in writing by the parties prior to the Effective Date; (ii) if the Scheme lapses or is withdrawn; (iii) if the Offer is implemented by way of a Takeover Offer, the Offer lapses or is withdrawn; or (iv) if the Scheme has not become Effective by the Long Stop Date.

   12        Disclosure of interests in 7digital's relevant securities

Songtradr confirms that within 10 Business Days of the date of this announcement, it will make an Opening Position Disclosure setting out the details required to be disclosed by it under Rule 8.1(a) of the Takeover Code.

Save for the irrevocable undertakings referred to in paragraph 9 above, as at the close of business on 7 February 2023 (being the latest practicable date prior to the date of this announcement) neither Songtradr, nor any of its directors, nor, so far as the directors of Songtradr are aware, any person acting, or deemed to be acting, in concert (within the meaning of the Takeover Code) with it for the purposes of the Offer had:

(i) any interest in or right to subscribe for any 7digital Shares or securities convertible or exchangeable into 7digital Shares; or

(ii) any short positions in respect of relevant securities of 7digital (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; or

(iii) borrowed or lent any relevant securities of 7digital (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold;

(iv) procured an irrevocable commitment or letter of intent to vote in favour of the Scheme or accept a Takeover Offer in respect of any relevant securities of 7digital; or

(v) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.

13 7digital's Directors, management, employees, pensions, research and development and locations

The Songtradr Board believes that the proposed Offer for 7digital provides a compelling opportunity to combine the advanced technology offering developed by 7digital with the music supply and demand technologies, advanced digital rights management and AI technologies of Songtradr, to create a Combined Group expected to enable the delivery of a complete music solution for digital platforms and B2B music users.

Board, management and employees

Songtradr's priority is 7digital's business continuity following the Offer . Both organisations recognise the importance of the skills and experience of the existing management and employees of 7digital. Following completion of the Offer , it is intended that the existing employment rights, including pension rights, of the management and employees of the Combined Group will be fully safeguarded. Songtradr believes that employees will benefit from greater opportunities within the Combined Group following the completion of the Offer.

Given the complementary nature of Songtradr and 7digital in terms of their respective propositions to customers and the nature of customers that each business addresses, it is anticipated that there will be a limited impact following completion of the Offer on customers and partners and limited headcount reduction.

Upon the Offer completing, the Combined Group intends to move quickly to combine the existing businesses and harness the best practices and skilled teams of both companies. It is the intention of Songtradr to initiate a detailed review of the operations of both businesses to determine the most effective and efficient manner to work together. Such review and collaborative planning is expected to take at least three months following completion of the Offer . The review will examine the current operating and organisational structures of both businesses and provide the basis for the development of an integration programme designed to minimise any disruption to customers and employees, whilst delivering the expected opportunities and benefits of the Offer for the Combined Group's stakeholders. Songtradr has experience in acquiring similar companies and following the review, as described above, would look to develop a comprehensive integration plan, ensuring clear, transparent and timely communication, including a detailed rationale, to employees, customers and key stakeholders.

Songtradr's preliminary review has shown that there is a limited overlap of skills and roles across the two businesses. In the limited cases where overlap does exist, alternative opportunities to deploy these resources will be considered with the intention of ensuring that there will be limited headcount reduction across the Combined Group.

The Combined Group will draw on the talent and experience in both companies to deliver an enhanced growth strategy for the combined business. Following completion of the Offer , Songtradr intends:

(a) that the Interim Chairman, Chief Financial Officer and Non-Executive Directors of 7digital will step down from 7digital. The Chief Executive Officer of 7digital (Paul Langworthy) will join Songtradr's executive team;

(b) that the senior leadership team from 7digital will integrate into the Combined Group, supporting similar functions in the enlarged business, supporting the Combined Group's integration plans and delivering the identified growth opportunities;

(c) to align the IT processes and systems at both businesses to facilitate business continuity and communication between the two;

(d) to consider providing retention incentives for a small number of senior employees in the Combined Group, to support the delivery of the integration of Songtradr and 7digital and in the delivery of the anticipated benefits of the Offer. No final decisions have been made on the design or quantum of any such incentives, but it is anticipated that any awards would be made in line with existing Songtradr compensation policies; and

(e) to provide equity incentivisation to 7digital staff in line with Songtradr's existing schemes.

Save as noted above, Songtradr has not entered into, and has not had discussions on made proposals to enter into, any form of incentivisation arrangements with members of 7digital's management and no such discussions are expected to take place prior to completion of the Offer .

Pensions

Following completion of the Offer, the Combined Group does not intend to make any changes with regard to the agreed employer contributions into 7digital ' s existing pension scheme(s) or the accrual of benefits to existing members or the admission of new members to such pension schemes.

Places of business, headquarters and other matters

Immediately following completion of the Offer , the Combined Group will continue to operate both Songtradr's offices located in Santa Monica, USA and 7digital's offices located in London, UK. Following the review of operations (as described above) Songtradr may consider changing the location of 7digital's place of business (including its headquarters) through the combination of it with Songtradr's UK team and relocate the combined teams to a new location and Combined Group headquarters and expects there to be no further headcount reduction following the relocation of offices. Songtradr does not intend to redeploy any of 7digital's fixed assets.

Songtradr understands the importance of research and development to 7digital. Songtradr does not expect any material changes to the research and development function of 7digital.

Cancellation of trading and re-registration

7digital Shares are currently admitted to trading on AIM. Prior to the Effective Date, an application will be made to the London Stock Exchange for the cancellation of the admission to trading of 7digital Shares on AIM, to take effect on or around the Business Day following the Effective Date. Trading in 7digital Shares is expected to end at the close of business on the Business Day before the Effective Date, assuming that the Scheme has been approved by the Court and by 7digital Shareholders as necessary. It is also intended that, following the Effective Date, 7digital will be re-registered as a private limited company under the relevant provisions of the 2006 Act.

Other

In accordance with Rule 2.11 of the Takeover Code, 7digital will make available to its employees a copy of this announcement and will inform its employees of the rights of employee representatives (if any) under Rule 25.9 of the Takeover Code to require that a separate opinion of any employee representatives on the effects of the Scheme on employment be appended to the Scheme Document.

No statements in this paragraph 13 constitute " post-offer undertakings " for the purpose of Rule 19.5 of the Takeover Code.

   14        7digital Share Plan AND WARRANTS

Participants in the 7digital Share Plan will be contacted regarding the effect of the Offer on their outstanding options and awards under the 7digital Share Plan and an appropriate proposal will be made to such participants which reflects their options and awards under the 7digital Share Plan in due course. Details of the impact of the Scheme on options and awards under the 7digital Share Plan will be set out in the Scheme Document.

Holders of warrants over 7digital Shares will also be contacted regarding the effect of the Offer on their warrants and an appropriate proposal will be made to such holders in due course. Details of the impact of the Scheme on each of the holders of such warrants will also be set out in the Scheme Document.

   15        Scheme process

The Offer will be subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before the Long Stop Date (or such later date as Songtradr and 7digital may, with the consent of the Panel, agree and, if required, the Court may approve):

-- a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders;

-- the resolution(s) necessary to implement the Scheme is/are passed by the requisite majority of 7digital Shareholders at the General Meeting;

-- following the Court Meeting and General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by Songtradr and 7digital); and

-- following such sanction, an office copy of the Court Order is delivered to the Registrar of Companies.

The Conditions in paragraph 2 of Appendix 1 to this announcement provide that the Scheme will lapse if:

-- the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Songtradr and 7digital);

-- the Sanction Hearing to approve the Scheme is not held by the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Songtradr and 7digital);

-- the Scheme does not become effective by 11.59 p.m. on the Long Stop Date (or such later date as may be agreed between Songtradr and 7digital and the Panel and the Court may allow).

Once the necessary approvals from 7digital Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become Effective upon delivery of the Court Order to the Registrar of Companies. Subject to the satisfaction of the Conditions, the Scheme is expected to become effective during the first quarter of 2023.

Upon the Scheme becoming Effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of 7digital Shares will cease to be valid and entitlements to 7digital Shares held within the CREST system will be cancelled. In accordance with the applicable provisions of the Takeover Code, the Consideration due to Scheme Shareholders for the transfer of the Scheme Shares to Songtradr will be despatched no later than 14 days after the Effective Date.

Any 7digital Shares (other than Excluded Shares) issued before the Scheme Record Time will be subject to the terms of the Scheme. The Special Resolution to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any 7digital Shares issued after the Scheme Record Time (other than to Songtradr and/or their nominees) to be automatically transferred to Songtradr on the same terms as the Offer (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Songtradr and their nominees) holding shares in the capital of 7digital after the Effective Date.

Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document. It is expected that the Scheme Document and the accompanying forms of proxy will be published within 28 days of this announcement (or such later date as Songtradr and 7digital may, with the consent of the Panel, agree and, if required, the Court may approve).

   16        cancellation of ADMISSION TO trading on aim and re--registration

On completion of the Offer, 7digital will become a wholly-owned subsidiary of Songtradr. It is intended that dealings in 7digital Shares will be suspended shortly prior to the Effective Date, at a time to be set out in the Scheme Document. It is intended that a request will be made for the London Stock Exchange to cancel the admission to trading of 7digital Shares on AIM on or shortly after the Effective Date. In addition, entitlements held within the CREST system to the 7digital Shares are expected to be cancelled on the first Business Day following the Effective Date.

It is further intended that 7digital will be re-registered as a private limited company as part of the Scheme and for this to take effect as soon as practicable on or following the Effective Date.

   17        DIVIDS

If, on or after the date of this announcement and before the Effective Date, any dividend, distribution or return of capital or value is announced, declared, made or paid by 7digital or becomes payable by 7digital in respect of the 7digital Shares, Songtradr reserves the right to reduce the cash consideration payable under the terms of the Offer for the 7digital Shares by an amount up to the amount of such dividend and/or distribution and/or other return of capital or value. In such circumstances, 7digital Shareholders would be entitled to receive and retain any such dividend and/or other distribution and/or return of capital or value.

   18        OVERSEAS SHAREHOLDERS

Overseas Shareholders may be affected by the laws of other jurisdictions in relation to the Offer or the Scheme. Overseas Shareholders should inform themselves about and observe all applicable legal requirements.

The availability of the Offer to persons who are not resident in, and the distribution of this announcement to persons who are not resident in, the United Kingdom may be affected by the laws of the relevant jurisdiction in which such persons are located. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. 7digital Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Further details in relation to the treatment of Overseas Shareholders for the purposes of the Offer will be contained in the Scheme Document.

   19        Documents available on websites

Copies of the following documents will be made available promptly on Songtradr's and 7digital's websites , subject to certain restrictions relating to persons resident in Restricted Jurisdictions , at: https://www.songtradr.com/investors and https://www.7digital.com/investors respectively and in any event by no later than noon on the Business Day following this announcement up to and including the Effective Date or the date that the Scheme lapses or is withdrawn, whichever is earlier:

   --    this a nnouncement;

-- the irrevocable undertakings referred to in paragraph 9 above and summarised in Appendix 3 to this announcement;

   --    the Confidentiality Agreement; 
   --    the Co-operation Agreement; and 
   --    the consent letters from each of Liberum and Strand Hanson referred to in paragraph 20 below.

The contents of 7digital's website and Songtradr's website referred to in this announcement are not incorporated into and do not form part of this announcement.

   20        General

Songtradr reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the Offer for the 7digital Shares by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme and subject to the amendment(s) referred to in Appendix 1 to this announcement. Furthermore, if such a Takeover Offer is made and sufficient acceptances of such offer are received, when aggregated with any 7digital Shares otherwise acquired by Songtradr, it is the intention of Songtradr to apply the provisions of section 979 of the 2006 Act to acquire compulsorily any outstanding 7digital Shares to which such offer relates.

The Offer will be made on the terms and subject to the conditions set out herein and in Appendix 1 , and to be set out in the Scheme Document. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2 . Details of the irrevocable undertakings received by Songtradr are set out in Appendix 3 . Certain definitions and terms used in this announcement are set out in Appendix 4 . The formal Scheme Document will be sent to shareholders of 7digital within 28 days of this announcement (or on such later date as may be agreed with the Panel).

Liberum and Strand Hanson have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

Enquiries :

 
 Songtradr 
  Paul Wiltshire, CEO                                       +1 424 744 8190 
 Liberum Capital Limited (Financial 
  Adviser to Songtradr) 
  Tim Medak 
  Kate Bannatyne 
  Cara Murphy                                           +44 (0)20 3100 2000 
 7digital 
  Paul Langworthy, CEO                              c/o +44 (0)20 4582 3500 
 Strand Hanson Limited (Financial 
  Adviser and Nominated Adviser to 
  7digital) 
  James Dance 
  Matthew Chandler 
  Richard Johnson 
  James Harris                                          +44 (0)20 7409 3494 
 Gracechurch Group (Financial PR 
  to 7digital) 
  Harry Chatli 
  Claire Norbury                                          +44 (0)20 4582 3500

RBG Legal Services Limited, trading as Memery Crystal, is acting as legal adviser to Songtradr.

Charles Russell Speechlys LLP is acting as legal adviser to 7digital.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an 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 Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of 7digital in any jurisdiction in contravention of applicable law. The Offer will be implemented solely by means of the Scheme Document (or, if the Offer is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Offer including details of how to vote in respect of the Offer . Any vote in respect of the Scheme or other response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document (or, if the Offer 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.

Overseas Shareholders

Further details in relation to Overseas Shareholders will be included in the Scheme Document.

Notice to US investors in 7digital

To the extent permitted by applicable law, in accordance with normal UK market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Songtradr, or its nominees, or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, 7digital Shares outside of the US, other than pursuant to the Offer, until the date on which the Offer becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.

Cautionary note regarding forward-looking statements

No profit forecasts, estimates or quantified financial benefits statements

Disclosure requirements of the Takeover Code

No comparable offer for Deferred Share Classes

Publication of this announcement on websites

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on 7digital's website at https://www.7digital.com/investors and on Songtradr's website https://www.songtradr.com/investors by no later than 12 noon (London time) on the Business Day following this announcement, in accordance with Rule 26.1 of the Takeover Code.

For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, 7digital Shareholders, persons with information rights and participants in the 7digital Share Plan may request a hard copy of this announcement by contacting the Receiving Agent, Neville Registrars Limited, on 0121 585 1131 from within the UK or +44 (0) 121 585 1131 if calling from outside the UK. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. - and 5.00 p.m., Monday to Friday excluding public holidays in England and Wales or by submitting a request in writing to the Receiving Agent at Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD. If you have received this announcement in electronic form, copies of this announcement and any document or information incorporated by reference into this announcement will not be provided unless such a request is made. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Electronic communications

Rounding

Person responsible

The person responsible for arranging the release of this announcement on behalf of Songtradr is Paul Wiltshire.

Rule 2.9 information

General

Investors should be aware that Songtradr may purchase 7digital Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.

Appendix 1

Conditions and Further Terms of the Offer

Part A

Conditions and Certain Further Terms of the Scheme and the Offer

1. The Offer will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Takeover Code, by no later than 11.59 p.m. on the Long Stop Date, or such later date (if any) as Songtradr and 7digital may, with the consent of the Panel, agree and (if required) the Court may approve.

Conditions of the Scheme

   2.         The Scheme will be subject to the following Conditions:

2.1 (i) approval of the Scheme by a majority in number representing not less than 75 per cent. in value of Scheme Shareholders who are on the register of members of 7digital (or the relevant class or classes thereof) at the Voting Record Time, present and voting, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof), and (ii) such Court Meeting being held on or before the 22d day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Songtradr and 7digital with the consent of the Panel (and that the Court may approve));

2.2 (i) the Special Resolution being duly passed at the General Meeting (or any adjournment thereof) and (ii) such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Songtradr and 7digital (and that the Court may approve)); and

2.3 (i) the sanction of the Scheme by the Court (with or without modification (but subject to such modification being acceptable to Songtradr and 7digital)) and the delivery of the office copy of the Court Order to the Registrar of Companies; and (ii) the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Songtradr and 7digital (and that the Court may approve)).

General Conditions

3. In addition, Songtradr and 7digital have agreed that, subject as stated in Part B below and to the requirements of the Panel, the Offer will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Other Third Party clearances

3.1 no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might:

3.1.1 make the Offer , its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider 7digital Group by any member of the Wider Songtradr Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or restrain, restrict, impede, challenge, delay or otherwise interfere with the implementation of, or impose material additional conditions or obligations with respect to, the Offer or the acquisition of any shares or other securities in, or control or management of, any member of the Wider 7digital Group by any member of the Wider Songtradr Group or require amendment of the Scheme;

3.1.2 require, prevent or materially delay the divestiture or alter the terms of any proposed divestiture by any member of the Wider Songtradr Group or by any member of the Wider 7digital Group of all or any part of their businesses, assets or property or impose any material limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof) to an extent which is material in the context of the Wider 7digital Group taken as a whole or in the context of the Offer;

3.1.3 impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Songtradr Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in 7digital (or any member of the Wider 7digital Group) or on the ability of any member of the Wider 7digital Group or any member of the Wider Songtradr Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider 7digital Group to an extent which is material in the context of the Wider 7digital Group taken as a whole or in the context of the Offer;

3.1.4 other than pursuant to the implementation of the Scheme or, if applicable, sections 974 to 991 of the 2006 Act, require any member of the Wider Songtradr Group or the Wider 7digital Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider 7digital Group or any asset owned by any third party which is material in the context of the Wider 7digital Group or the Wider Songtradr Group, in either case taken as a whole;

3.1.5 require, prevent or delay a divestiture by any member of the Wider Songtradr Group of any shares or other securities (or the equivalent) in any member of the Wider 7digital Group;

3.1.6 result in any member of the Wider 7digital Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Wider 7digital Group taken as a whole or in the context of the Offer;

3.1.7 impose any limitation on the ability of any member of the Wider Songtradr Group or any member of the Wider 7digital Group to conduct, integrate or co--ordinate all or any part of their respective businesses with all or any part of the business of any other member of the Wider Songtradr Group and/or the Wider 7digital Group in a manner which is adverse and material to the Wider Songtradr Group and/or the Wider 7digital Group, in either case, taken as a whole or in the context of the Offer; or

3.1.8 otherwise materially and adversely affect the business, assets, value, profits, prospects or operational performance of any member of the Wider 7digital Group or any member of the Wider Songtradr Group in each case in a manner which is adverse to and material in the context of the Wider 7digital Group taken as a whole;

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer or proposed acquisition of any 7digital Shares or otherwise intervene having expired, lapsed, or been terminated;

3.2 all notifications, filings or applications which are deemed by Songtradr to be necessary under applicable legislation or regulation or reasonably considered to be appropriate in any relevant jurisdiction having been made in connection with the Offer and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all applicable statutory and regulatory obligations in any jurisdiction having been complied with and all authorisations which are deemed by Songtradr to be necessary under applicable legislation or regulation or reasonably considered to be appropriate in any relevant jurisdiction for or in respect of the Offer or the proposed acquisition of any shares or other securities in, or control of, 7digital by any member of the Wider Songtradr Group having been obtained on terms and in a form reasonably satisfactory to Songtradr from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider 7digital Group or the Wider Songtradr Group has entered into contractual arrangements in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting or other time period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material adverse effect on the Wider 7digital Group, any member of the Songtradr Group or the ability of Songtradr to implement the Scheme and all such Authorisations remaining in full force and effect at the time at which the Scheme becomes otherwise unconditional in all respects and there being no notice or threat in writing of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

3.3 no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order issued and being in effect by a court or other Third Party which has the effect of making the Offer or any acquisition or proposed acquisition of any shares or other securities or control or management of, any member of the Wider 7digital Group by any member of the Wider Songtradr Group, or the implementation of either of them, void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the completion or the approval of the Offer or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider 7digital Group by any member of the Wider Songtradr Group;

Confirmation of absence of adverse circumstances

3.4 except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider 7digital Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Offer or the proposed acquisition by any member of the Wider Songtradr Group of any shares or other securities in 7digital or because of a change in the control or management of any member of the Wider 7digital Group or otherwise, would or might reasonably be expected to result in, in each case to an extent which is material and adverse in the context of the Wider 7digital Group taken as a whole:

3.4.1 any monies borrowed by, or any other indebtedness, actual or contingent of, or any grant available to, any member of the Wider 7digital Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

3.4.2 the rights, liabilities, obligations, interests or business of any member of the Wider 7digital Group or any member of the Wider Songtradr Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider 7digital Group or any member of the Wider Songtradr Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being or likely to become terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

3.4.3 any member of the Wider 7digital Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the 7digital Group taken as a whole;

3.4.4 any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider 7digital Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider 7digital Group otherwise than in the ordinary course of business;

3.4.5 other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider 7digital Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen), becoming enforceable;

3.4.6 the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider 7digital Group being prejudiced or adversely affected; or

3.4.7 the creation or acceleration of any material liability (actual or contingent) by any member of the Wider 7digital Group other than trade creditors or other liabilities incurred in the ordinary course of business; or

3.4.8 any liability of any member of the Wider 7digital Group to make any severance, termination, bonus or other payment to any of its directors or other officers other than in the ordinary course of business,

and no event having occurred which, under any provision of any agreement, arrangement, licence or other instrument to which any member of the Wider 7digital Group is a party or by or to which any such member or any of its assets is or may be bound or subject, would or would reasonably be expected to result in any events or circumstances as are referred to in this paragraph 3.4 (in each case to an extent which is material in the context of the Wider 7digital Group taken as a whole);

No material transactions, claims or changes in the conduct of the business of the 7digital Group

   3.5       except as Disclosed, no member of the Wider 7digital Group having since 30 June 2022:

3.5.1 save as between 7digital and its wholly--owned subsidiaries or between such wholly--owned subsidiaries and save for the issue or transfer out of treasury of 7digital Shares on the exercise of options, warrants or vesting of awards granted in the ordinary course under the 7digital Share Plan, issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of 7digital Shares out of treasury;

3.5.2 recommended, declared, paid or made or agreed to recommend, declare, pay or make any bonus issue, dividend or other distribution (whether payable in cash or otherwise) other than to 7digital or one of its wholly--owned subsidiaries;

3.5.3 save as between 7digital and its wholly--owned subsidiaries or between such wholly--owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so, in each case to an extent which is material in the context of the Wider 7digital Group taken as a whole;

3.5.4 save as between 7digital and its wholly--owned subsidiaries or between such wholly--owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital other than in the ordinary course of business and to an extent which is material in the context of the Wider 7digital Group taken as a whole;

3.5.5 issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or (save in the ordinary course of business and save as between 7digital and its wholly--owned subsidiaries or between such wholly--owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability to an extent which is material in the context of the Wider 7digital Group taken as a whole or in the context of the Offer;

3.5.6 entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is of a long term, unusual or onerous nature, or which involves or could reasonably be expected to involve an obligation of a nature or magnitude which is or is likely to be materially restrictive on the business of any member of the Wider 7digital Group to an extent which is or is reasonably likely to be material to the Wider 7digital Group taken as a whole;

3.5.7 entered into any licence or other disposal of intellectual property rights of any member of the Wider 7digital Group which are material in the context of the Wider 7digital Group and outside the normal course of business;

3.5.8 entered into, varied, authorised or proposed entry into or variation of, or announced its intention to enter into or vary the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, commitment, arrangement or any service agreement with any director or senior executive of the Wider 7digital Group save for salary increases, bonuses or variations of terms in the ordinary course;

3.5.9 proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider 7digital Group which, taken as a whole, are material in the context of the Wider 7digital Group taken as a whole;

3.5.10 (except in relation to changes made or agreed as a result of, or arising from, changes to legislation) any significant change to:

(a) the terms of the trust deeds constituting the pension scheme(s) established by any member of the 7digital Group for its directors, employees or their dependents;

(b) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(c) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(d) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made; or

(e) any non-ordinary course change to the trustees including the appointment of a trust corporation,

in each case, to the extent which is material in the context of the Wider 7digital Group taken as a whole;

3.5.11 entered into, implemented or effected, or authorised, proposed or announced its intention to implement or effect, any joint venture, asset or profit sharing arrangement, partnership, composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Offer) otherwise than in the ordinary course of business which is material in the context of the Wider 7digital Group taken as a whole or in the context of the Offer;

3.5.12 purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital to an extent which (other than in the case of 7digital) is material in the context of the Wider 7digital Group taken as a whole;

3.5.13 other than with respect to claims between 7digital and its wholly-owned subsidiaries (or between such subsidiaries), waived, compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Wider 7digital Group taken as a whole or in the context of the Offer;

3.5.14 made any alteration to its articles of association (other than in connection with the Scheme) which is material in the context of the Offer;

3.5.15 (other than in respect of a member of the Wider 7digital Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding--up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed which is material in the context of the Wider 7digital Group taken as a whole or in the context of the Offer;

3.5.16 been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider 7digital Group taken as a whole or in the context of the Offer;

3.5.17 entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events in the manner referred to in this Condition;

3.5.18 terminated or varied the terms of any agreement or arrangement between any member of the Wider 7digital Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the Wider 7digital Group taken as a whole; or

3.5.19 taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of 7digital Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

No material adverse change

   3.6       since 30 June 2022, and except as Disclosed, there having been:

3.6.1 no adverse change and no circumstance having arisen which would be expected to result in any adverse change or deterioration in the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider 7digital Group to an extent which is material and adverse to the Wider 7digital Group taken as a whole;

3.6.2 no litigation, arbitration proceedings, prosecution or other legal proceedings including, without limitation, with regard to intellectual property rights used by the Wider 7digital Group having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider 7digital Group or to which any member of the Wider 7digital Group is or may become a party (whether as claimant or defendant or otherwise) and no enquiry, review or investigation or enforcement proceedings by, or complaint or reference to, any Third Party against or in respect of any member of the Wider 7digital Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider 7digital Group which, in any such case, might reasonably be expected to have a material adverse effect on the Wider 7digital Group taken as a whole;

3.6.3 no contingent or other liability having arisen, increased or become apparent which is reasonably likely to adversely affect the business, assets, financial or trading position, profits, prospects or operational performance of any member of the Wider 7digital Group to an extent which is material to the Wider 7digital Group taken as a whole;

3.6.4 no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider 7digital Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and reasonably likely to have a material adverse effect on the Wider 7digital Group taken as a whole; and

3.6.5 no member of the Wider 7digital Group having conducted its business in material breach of any applicable laws and regulations which in any case is material in the context of the Wider 7digital Group taken as a whole;

   3.7       except as Disclosed, Songtradr not having discovered:

3.7.1 that any financial, business or other information concerning the Wider 7digital Group publicly announced since 30 June 2022 or disclosed to any member of the Wider Songtradr Group at any time prior to the date of this announcement by or on behalf of any member of the Wider 7digital Group or to any of their advisers is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which is, in any case, material in the context of the Wider 7digital Group taken as a whole or in the context of the Offer;

3.7.2 that any member of the Wider 7digital Group is subject to any liability, contingent or otherwise and which is material in the context of the Wider 7digital Group taken as a whole; or

3.7.3 any information which affects the import of any information disclosed to Songtradr at any time prior to the date of this announcement by or on behalf of any member of the Wider 7digital Group which is material in the context of the Wider 7digital Group taken as a whole;

Environmental liabilities

3.8 Songtradr not having discovered that, in relation to any release, emission, accumulation, discharge, disposal or other similar circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm the health of humans, animals or other living organisms or eco--systems, no past or present member of the Wider 7digital Group, in a manner or to an extent which is material in the context of the Wider 7digital Group, (i) having committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party giving rise to a material liability; and/or (ii) having incurred any material liability (whether actual or contingent) to any Third Party; and/or (iii) being likely to incur any material liability (whether actual or contingent), or being required, to make good, remediate, repair, re--instate or clean up the environment (including any property) in each case where such liability or requirement would be material to the Wider 7digital Group taken as a whole;

Intellectual Property

3.9 no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider 7digital Group which would or might have a material adverse effect on the Wider 7digital Group taken as a whole or is otherwise material in the context of the Offer, including:

3.9.1 any member of the Wider 7digital Group losing its title to any intellectual property material to its business, or any intellectual property owned by the Wider 7digital Group and material to its business being revoked, cancelled or declared invalid; or

3.9.2 any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Wider 7digital Group to, or the validity or effectiveness of, any of its intellectual property; or

3.9.3 any agreement regarding the use of any intellectual property licensed to or by any member of the Wider 7digital Group being terminated or varied;

Anti--corruption and sanctions

3.10 Songtradr not having discovered that (to an extent that is material in the context of the Wider 7digital Group taken as a whole):

3.10.1 any past or present member of the Wider 7digital Group or any person that performs or has performed services for or on behalf of any such company is or has at any time engaged in any activity, practice or conduct (or omitted to take any action) in contravention of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended or any other applicable anti--corruption legislation;

3.10.2 any member of the Wider 7digital Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006 (each as amended);

3.10.3 any past or present member of the Wider 7digital Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governmental or supranational body or authority in any jurisdiction; or

3.10.4 a member of the Wider 7digital Group has engaged in a transaction which would cause the Songtradr Group to be in breach of any applicable law or regulation on completion of the Offer, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs or any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States or the European Union or any of its member states.

No criminal property

3.11 Songtradr not having discovered that any asset of any member of the Wider 7digital Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B

Further terms of the Offer

1. Conditions 2.1 (i), 2.2 (i) and 3 must be fulfilled, be determined by Songtradr to be or remain satisfied, or (if capable of waiver) be waived prior to the commencement of the Sanction Hearing, failing which the Scheme will lapse.

2. Notwithstanding the paragraph above, subject to paragraph 4 below and subject to the requirements of the Panel, Songtradr reserves the right in its sole discretion to waive all or any of the Conditions, in whole or in part and to proceed with the Sanction Hearing prior to the fulfilment, satisfaction or waiver of any of the Conditions, except that Conditions 1 , 2.1 (i), 2.2 (i) and 2.3 (i) cannot be waived. If any of Conditions 2.1 (ii), 2.2 (ii) or 2.3 (ii) is not satisfied by the relevant deadline specified in the relevant Condition, Songtradr shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadline or agreed with 7digital to extend the relevant deadline.

3. Songtradr shall be under no obligation under the terms and conditions of the Offer to waive (if capable of waiver), to determine to be, or remain satisfied, or to treat as fulfilled any of the Conditions set out in paragraph 3 of Part A of this Appendix 1 that Songtradr is entitled (with the consent of the Panel and subject to the requirements of the Takeover Code) to invoke, by a date earlier than the latest date specified in paragraph 1 above, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.

4. Songtradr reserves the right to elect to implement the Offer by way of a Takeover Offer as an alternative to the Scheme, subject to the Panel's consent and (while the Co-operation Agreement is continuing) to the terms of the Co-operation Agreement. In such event, such Takeover Offer will be implemented on the same terms and conditions so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation and for so long as the Co-operation Agreement is continuing) an acceptance condition set at 75 per cent. of the 7digital Shares (or such other percentage as Songtradr and 7digital may agree in accordance with the terms of the Co-operation Agreement, and, where applicable with the consent of the Panel, being in any case more than 50 per cent. of the 7digital Shares). In the event that the Offer is implemented by way of a Takeover Offer, the acceptance condition shall not be capable of being satisfied until all of the other conditions to the Takeover Offer have either been satisfied or (if capable of waiver) waived.

5. Under Rule 13.5(a) of the Takeover Code and subject to paragraph 6 below, Songtradr may only invoke a Condition so as to cause the Offer not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Songtradr in the context of the Offer. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.

6. Any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by Songtradr.

7. Conditions 1 , 2.1 (i), 2.2 (i) and 2.3 (i) (and, if applicable, any Offer acceptance condition adopted on the basis specified in paragraph 4 above if the Offer is implemented as a Takeover Offer), are not subject to Rule 13.5(a) of the Takeover Code.

8. If the Panel requires Songtradr to make an offer or offers for 7digital Shares under the provisions of Rule 9 of the Takeover Code, Songtradr may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

9. The Offer will be subject, inter alia , to the Conditions and certain further terms which are set out in this Appendix 1 and to the full terms which will be set out in the Scheme Document and such further terms as may be required to comply with the provisions of the AIM Rules, the provisions of the Takeover Code and the applicable requirements of the Panel and the London Stock Exchange.

10. 7digital Shares will be acquired by Songtradr fully paid and free from all liens, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them as at the Effective Date, including the right to receive and retain all dividends and distributions (if any) declared, made or paid after the Offer becomes Effective.

11. If any dividend, distribution and/or other return of capital or value is declared, made or paid in respect of the 7digital Shares on or after the date of this announcement and before the Effective Date, Songtradr reserves the right to reduce the Consideration payable under the terms of the Offer for the 7digital Shares by the amount of all or part of any such dividend, distribution and/or other return of capital or value, in which case any reference in this announcement to the Consideration payable under the terms of the Offer will be deemed to be a reference to the Consideration as so reduced. In such circumstances, 7digital Shareholders would be entitled to retain any such dividend, distribution and/or return of capital or value. Any exercise by Songtradr of its rights referred to in this paragraph 11 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Offer.

12. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

13. The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of 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 jurisdiction where to do so would violate the laws of that jurisdiction.

14. The Scheme will be governed by English law and be subject to the jurisdiction of the Court, to the Conditions set out above and full terms to be set out in the Scheme Document. The Offer will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the AIM Rules.

15. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Appendix 2

Sources and Bases of Information

In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:

1) 7digital's fully diluted equity value pursuant to the Offer has been calculated on the basis of a fully diluted issued ordinary share capital of 2,791,415,747 7digital Shares, calculated as:

a) 2,722,085,961 7digital Shares in issue as at 7 February 2023 (being the latest practicable date before this announcement); plus

b) 68,250,649 7digital Shares which may be issued on or after the date of this announcement pursuant to outstanding options and awards under the 7digital Share Plan and pursuant to the Warrants as at 7 February 2023 (being the latest practicable date before this announcement); plus

c) 1,079,137 7digital Shares which may be issued on or after the date of this announcement pursuant to arrangements that 7digital has entered into with third parties.

Although these figures have been used to calculate the fully diluted issued ordinary share capital of 7digital, the figures remain subject to change depending on the number of 7digital Shares actually issued between the date of this announcement and completion of the Offer.

2) A value of approximately GBP19.40 million for the entire issued and to be issued share capital of 7digital is based on:

a) the Offer Price of 0.695 pence per 7digital Share; and

b) 7digital's fully diluted issued ordinary share capital of 2,791,415,747 7digital Shares, as set out in paragraph 1 above.

3) The premia calculations to the price per 7digital Share used in this announcement have been calculated based on the Offer Price of 0.695 pence per share and by reference to:

a) the Closing Price on 7 February 2023 (being the last Business Day prior to the commencement of the Offer Period) of 0.325 pence derived from the AIM Appendix to Daily Official List of the London Stock Exchange;

b) the volume weighted average price of 0.310 pence per 7digital Share for the one-month period ending on and including 7 February 2023 (being the last Business Day prior to the commencement of the Offer Period) derived from Bloomberg;

c) the volume weighted average price of 0.340 pence per 7digital Share for the three-month period ending on and including 7 February 2023 (being the last Business Day prior to the commencement of the Offer Period) derived from Bloomberg; and

d) the volume weighted average price of 0.357 pence per 7digital Share for the six-month period ending on and including 7 February 2023 (being the last Business Day prior to the commencement of the Offer Period) derived from Bloomberg.

4) Unless otherwise stated, the financial information on 7digital has been extracted (without material adjustment) from the annual report and accounts of the 7digital Group for the 12 months ended 31 December 2021 and unaudited interim results for the half year ended 30 June 2022, which are available at https://www.7digital.com/reports/ .

   5)    Certain figures included in this announcement have been subject to rounding adjustments.

Appendix 3

Details of Irrevocable Undertakings

   1.   7digital Directors

The following 7digital Directors have provided irrevocable undertakings to Songtradr to vote (or procure votes) in favour of the resolutions relating to the Offer at the Meetings in respect of their own beneficial holdings (or those 7digital Shares over which they have control):

 
 Name                         Number of         Percentage 
                        7digital Shares      of 7digital's 
                                           existing issued 
                                            ordinary share 
                                               capital and 
                                               of 7digital 
                                           Shares eligible 
                                            to vote at the 
                                             Court Meeting 
                                                    (%)(*) 
 David Lazarus **           742,436,219              27.27 
  Tamir Koch ***            446,512,126              16.40 
  Michael Juskiewicz          1,000,000               0.04 
  Mark Foster                   587,943               0.02 
  Paul Langworthy                21,146               0.00 
   TOTAL :                1,190,557,434              43.74

Notes:

* assuming that no additional 7digital Shares are issued prior to the Court Meeting pursuant to options outstanding under the 7digital Share Plan and the outstanding warrants.

** held indirectly via Magic Investments S.A. Limited of which Mr Lazarus is a director.

***of which 445,012,126 shares are held indirectly via Shmuel Koch Holdings Limited of which Mr Koch is a director.

The above irrevocable undertakings cease to be binding in the event that: (i) this announcement has not been released by 11.59 p.m. (London time) on the date that is five business days from the date of the undertaking (or such later date as 7digital and Songtradr may agree); (ii) the Scheme Document is not sent to 7digital Shareholders within 28 days (or such later period as the Panel may agree) after the date of this announcement; (iii) Songtradr announces, with the consent of the Panel, that it does not intend to make or proceed with the Offer and no new, revised or replacement offer or scheme is announced at the same time; (iv) the Scheme lapses or is withdrawn in accordance with its terms and Songtradr publicly confirms that it does not intend to proceed with the Offer or to implement the Offer by way of a Takeover Offer or otherwise; or (v) the Scheme has not become effective by 6.00 p.m. on the Long Stop Date (or such other time and date as agreed between Songtradr and 7digital, with the approval of the Court and/or the Panel, if required (other than in circumstances where Songtradr has, prior to such date, elected to exercise its right to proceed by way of a Takeover Offer and announced the same in accordance with the requirements of Paragraph 8 of Appendix 7 to the Takeover Code, and such Takeover Offer has not lapsed or been withdrawn).

   2.   Institutional and other 7digital Shareholders

The following 7digital shareholders have provided irrevocable undertakings to vote in favour of the resolutions relating to the Offer at the Meetings in respect of their own beneficial holdings (or those 7digital Shares over which they have control):

 
 Name                                           Number of         Percentage 
                                          7digital Shares      of 7digital's 
                                                             existing issued 
                                                              ordinary share 
                                                                 capital and 
                                                                 of 7digital 
                                                             Shares eligible 
                                                              to vote at the 
                                                               Court Meeting 
                                                                      (%)(*) 
 Mr Joseph Samberg                            345,000,000              12.67 
  The Joe & Sandy Samberg Foundation,         100,000,000               3.67 
   Inc. 
  LAS Investments Limited 
  Mr Noam Band                                 90,111,111               3.31 
  Mr Alan Da Costa                             89,000,000               3.27 
                                               51,111,111               1.88 
 TOTAL :                                      675,222,222              24.81

Notes:

* assuming that no additional 7digital Shares are issued prior to the Court Meeting pursuant to options outstanding under the 7digital Share Plan and the outstanding warrants.

Appendix 4

Definitions

The following definitions apply throughout this announcement unless the context otherwise requires:

" 2006 Act " means the Companies Act 2006 (as amended from time to time);

" 2021 7digital Annual Report " means the audited annual report and accounts of the 7digital Group for the year ended 31 December 2021;

" 7digital " or the "Company" means 7digital Group plc;

" 7digital Board " means the directors of 7digital as at the date of this announcement;

" 7digital Group " means 7digital and its subsidiary undertakings and where the context permits, each of them;

" 7digital Share Plan " means the 7digital 2014 Employee Share Plan;

" 7digital Share(s) " means the existing unconditionally allotted or issued and fully paid ordinary shares of 0.01 pence each in the capital of 7digital and any further such shares which are unconditionally allotted or issued before the Scheme becomes Effective, but excluding in both cases any such shares held or which become held in treasury;

" 7digital Shareholder(s) " means a holder(s) of 7digital Shares;

"AI" means artificial intelligence;

" AIM " means the market of that name operated by the London Stock Exchange;

" AIM Rules " means the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time);

" Appendices " means the appendices to this announcement;

" Articles " means the articles of association of 7digital from time to time;

" associated undertaking " shall be construed in accordance with paragraph 19 of Schedule 6 to The Large and Medium--sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) (but for this purpose ignoring paragraph 19(1)(b) of Schedule 6 to those regulations);

" Authorisations " means authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals, in each case of a Third Party;

"B2B" means business-to-business;

" Bloomberg " means Bloomberg L.P., a financial software services, news and data company;

"Board" means the board of directors of 7digital or Songtradr (as applicable);

" Business Day " means a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for the transaction of general commercial business;

" certificated " or " certificated form " means, in relation to a share or other security, a share or other security title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST);

" Closing Price " means the closing middle market price of a 7digital Share as derived from the AIM Appendix to the Daily Official List on any particular date;

"Conditions" means (a) for so long as the Offer is being implemented by means of the Scheme, the conditions to the implementation of the Offer (including the Scheme) as set out in Appendix 1 to this announcement and to be set out in the Scheme Document; and (b) for so long as the Offer is being implemented by means of a Takeover Offer, the conditions referred to in (a) above, as amended by replacing the Scheme Conditions with the acceptance condition to the Takeover Offer;

" Co-operation Agreement " means the co-operation agreement between Songtradr and 7digital dated on or about the date of this announcement;

"Combined Group" means the Songtradr Group as enlarged by the 7digital Group following completion of the Offer" Confidentiality Agreement " means the confidentiality agreement dated 3 November 2022 between 7digital and Songtradr;"Consideration" means the consideration due under the Offer of 0.695 pence in cash for each 7digital Share;

"Court" means the High Court of Justice in England and Wales;

" Court Meeting " means the meeting of 7digital Shareholders to be convened at the direction of the Court pursuant to Part 26 of the 2006 Act at which a resolution will be proposed to approve the Scheme, including any adjournment thereof;

" Court Order " means the order of the Court sanctioning the Scheme under Part 26 of the 2006 Act;

" CREST " means the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in CREST);

" Daily Official List " means the Daily Official List published by the London Stock Exchange;

"Dealing Disclosure" has the same meaning as in Rule 8 of the Takeover Code;

"Deferred Shares" means the deferred shares of 0.99 pence each in the capital of 7digital;

"Deferred A Shares" means the deferred A shares of 9 pence each in the capital of 7digital;

"Deferred Share Classes" means, together, the Deferred Shares and the Deferred A Shares;

" Disclosed " means the information disclosed by or on behalf of 7digital: (i) in the 2021 7digital Annual Report (most recent audited financials, as defined above); (ii) in this announcement; (iii) in any other announcement to a Regulatory Information Service prior to the publication of this announcement, including the unaudited interim financial report of 7digital to 30 June 2022; and (iv) fairly disclosed in writing (including via the virtual data room operated by or on behalf of 7digital in respect of the Offer) prior to the date of this announcement to Songtradr or Songtradr's advisers (in their capacity as such);

" Disclosure Guidance and Transparency Rules " means the Disclosure Guidance and Transparency Rules sourcebook issued by the FCA;

" Effective " means, in the context of the Offer: (i) if the Offer is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (ii) if the Offer is implemented by way of Takeover Offer, the Takeover Offer having been declared or having become unconditional in all respects in accordance with the requirements of the Takeover Code;

" Effective Date " means the date on which the Offer becomes Effective;

" Euroclear " means Euroclear UK & International Limited;

" Excluded Shares " means any 7digital Shares beneficially owned by Songtradr, immediately prior to the Scheme Record Time;

" FCA " means the Financial Conduct Authority or its successor from time to time;

" FCA Handbook " means the FCA's Handbook of rules and guidance as amended from time to time;

" General Meeting " means the general meeting of 7digital Shareholders to be convened to consider and if thought fit pass, the Special Resolution, including any adjournments thereof;

"Group" means in relation to 7digital the 7digital Group, and in relation to Songtradr, the Songtradr Group;

"Liberum" means Liberum Capital Limited, the financial adviser to Songtradr;

" London Stock Exchange " means London Stock Exchange plc or its successor;

" Long Stop Date " means 31 July 2023 or such later date as may be agreed between Songtradr and 7digital and, if required, the Panel and the Court may allow;

"Market Abuse Regulation" means Regulation (EU) No. 596/2014, as in force in the United Kingdom;

" Meetings " means the Court Meeting and the General Meeting;

" Offer " means the proposed recommended cash offer by Songtradr to acquire the entire issued and to be issued ordinary share capital of 7digital, to be effected by means of the Scheme or, should Songtradr so elect and subject to the consent of the Panel, by means of a Takeover Offer, and, where the context admits, any subsequent revision, variation, extension or renewal of such offer;

"Offer Document" means, if Songtradr elects to implement the Offer by way of a Takeover Offer, the document to be sent to (among others) 7digital Shareholders setting out, among other things, the full terms and conditions of the Takeover Offer;

" Offer Period " means the offer period (as defined in the Takeover Code) relating to 7digital which commenced on 8 February 2023 being the date of this announcement and ending on the Effective Date;

"Offer Price" means 0.695 pence per Scheme Share;

"Opening Position Disclosure" has the same meaning as in Rule 8 of the Takeover Code;

" Overseas Shareholders " means holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

" Panel " means the Panel on Takeovers and Mergers in the UK;

" PRO " means a performing rights organisation;

" Receiving Agent " means Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD;

" Registrar of Companies " means the Registrar of Companies in England and Wales;

" Regulations " means the Uncertificated Securities Regulations 2001 (SI2001 No. 3755);

" Regulatory Information Service " means a regulatory information service as defined in the FCA Handbook;

" relevant securities " means, as the context requires, 7digital Shares, other 7digital share capital and any securities convertible into or exchangeable for, and rights to subscribe for, any of the foregoing;

" Restricted Jurisdiction " means any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to 7digital Shareholders in that jurisdiction;

" Rule " means a rule of the Takeover Code;

" Sanction Hearing " means the hearing of the Court to sanction the Scheme at which the Court Order is expected to be granted (and any adjournment thereof);

" Scheme " means the proposed scheme of arrangement under Part 26 of the 2006 Act between 7digital and the holders of the Scheme Shares, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by 7digital and Songtradr;

" Scheme Document " means t he document to be sent to 7digital Shareholders and persons with information rights containing, amongst other things, the Scheme and notices convening the Meetings;

" Scheme Record Time " means the time and date specified in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately prior to the Effective Date;

" Scheme Shareholders " means holders of Scheme Shares;

" Scheme Shares " means all 7digital Shares: (i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document but before the Voting Record Time; and (iii) (if any) issued at or after the Voting Record Time and before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme, in each case other than the Excluded Shares;

"Special Resolution" means the special resolution to be proposed by 7digital at the General Meeting to, amongst other things, authorise the 7digital Directors to take all actions they consider necessary or appropriate to implement the Scheme and amend the Articles;

"Songtradr" means Songtradr, Inc;

" Songtradr Board " means the directors of Songtradr as at the date of this announcement;

" Songtradr Group " means Songtradr and its subsidiary undertakings and where the context permits, each of them;

"Strand Hanson" means Strand Hanson Limited, the nominated adviser and financial adviser to 7digital;

" subsidiary ", " subsidiary undertaking " and " undertaking " shall be construed in accordance with the 2006 Act;

" Takeover Code " means the City Code on Takeovers and Mergers in the UK issued by the Panel on Takeovers and Mergers, as amended from time to time;

"Takeover Offer" means a takeover offer (within the meaning of section 974 of the Companies Act) to be made by or on behalf of Songtradr to acquire the entire issued and to be issued ordinary share capital of 7digital on the terms and conditions to be set out in the Offer Document, including any subsequent revision, amendment, variation, extension, or renewal of such offer;

"Third Party" each of a central bank, government or governmental, quasi--governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction;

" UK " or " United Kingdom " means the United Kingdom of Great Britain and Northern Ireland;

" United States " or " US " means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof ;

" US Exchange Act " means the US Securities Exchange Act 1934, as amended;

" uncertificated " or " in uncertificated form " means a share or other security title to which is recorded in the relevant register of the share or security concerned as being held in uncertificated form, in CREST, and title to which, by virtue of the Regulations, may be transferred by means of CREST;

"US$" means the legal tender of the United States;

" Voting Record Time " means the time and date to be specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined;

"Warrants" means warrants over 7digital Shares granted pursuant to warrant instruments executed by 7digital;

" Wider 7digital Group " means 7digital and associated undertakings and any other body corporate, partnership, joint venture or person in which 7digital and such undertakings (aggregating their interests) have an interest of 20 per cent. or more of the voting or equity capital or the equivalent;

" Wider Songtradr Group " means the Songtradr Group and associated undertakings and any other body corporate, partnership, joint venture or person in which Songtradr and such undertakings (aggregating their interests) have an interest of 20 per cent. or more of the voting or equity capital or the equivalent; and

" GBP " , " pounds ", " pence " and " p " refer to the legal tender of the United Kingdom.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement.

All times referred to are London time unless otherwise stated.

A reference to " includes " shall mean " includes without limitation ", and references to " including " and any other similar term shall be construed accordingly.

References to the singular include the plural and vice versa.

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