TIDM7DIG
RNS Number : 8004U
7digital Group PLC
30 March 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 SUCH 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
30 March 2023
RECOMMED CASH OFFER
for
7DIGITAL GROUP PLC ( "7DIGITAL")
by
SONGTRADR, INC. ( "SONGTRADR")
IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER PART 26 OF THE COMPANIES ACT 2006
Scheme of Arrangement becomes Effective
The boards of directors of 7digital and Songtradr are pleased to
announce, further to the Company's announcement of 28 March 2023,
that the Court had sanctioned the Scheme, that a copy of the Court
Order sanctioning the Scheme was today delivered to the Registrar
of Companies, and, accordingly, the Scheme has now become Effective
in accordance with its terms. Therefore, the recommended cash offer
by Songtradr for the entire issued and to be issued ordinary share
capital of 7digital has now also become Effective in accordance
with its terms.
Under the terms of the Scheme, the consideration of 0.695 pence
per 7digital Share due to Scheme Shareholders will be settled (in
the case of Scheme Shares held in uncertificated form, by CREST
accounts being credited) or despatched (in the case of Scheme
Shares held in certificated form by cheques being despatched) as
soon as practicable after today's date and in any event within the
next 14 days, and therefore by no later than 13 April 2023.
Trading on AIM of, and dealings, settlements and transfers in,
7digital Shares were suspended with effect from 7.30 a.m. (London
time) today. It is expected that cancellation of the admission to
trading on AIM of, and cessation of dealings in, 7digital Shares
will be effective from 7.00 a.m. (London time) on 31 March
2023.
As a result of the Scheme having become Effective, share
certificates in respect of 7digital Shares have ceased to be valid
documents of title and entitlements to 7digital Shares held in
uncertificated form in CREST are being cancelled.
Unless otherwise defined herein, capitalised terms used in this
announcement shall have the meanings given to them in the Scheme
Document.
Enquiries :
7digital c/o +44 (0)20 4582 3500
Paul Langworthy, CEO
Strand Hanson Limited (Financial Adviser and +44 (0)20 7409
3494
Nominated Adviser to 7digital)
James Dance
Matthew Chandler
Richard Johnson
James Harris
Gracechurch Group (Financial PR to 7digital ) +44 (0)20 4582
3500
Harry Chathli
Claire Norbury
Songtradr
+1 424 744 8190
Paul Wiltshire, CEO
Liberum Capital Limited (Financial Adviser to Songtradr) +44
(0)20 3100 2000
Tim Medak
Kate Bannatyne
Cara Murphy
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 Offer and other
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 Offer and other 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 Offer and other 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 Offer and other 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 is being
implemented solely by means of the Scheme Document which contains
the full terms and conditions of the Offer. 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 other 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 in the relevant jurisdiction .
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
participate in the Offer 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.
Unless otherwise determined by Songtradr or required by the
Takeover Code, and permitted by applicable law and regulation, the
Offer is not being made available, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction. Accordingly, 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.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Notice to US investors in 7digital
The Offer relates to the shares of an English company and is
being 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 is 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 the
Scheme Document 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.
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.
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, participants in the
7digital Share Plan and the holder of the Warrants 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
on +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. 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.
Time
All times shown in this announcement are London times, unless
otherwise stated.
Person responsible
The person responsible for arranging the release of this
announcement on behalf of 7digital is Paul Langworthy.
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END
SOADZGFFGGRGFZM
(END) Dow Jones Newswires
March 30, 2023 07:00 ET (11:00 GMT)
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