Announcement • Dec 13
AO World plc (LSE:AO.) completed the acquisition of musicMagpie plc (AIM:MMAG) from a group of shareholders.
AO World plc (LSE:AO.) agreed to acquire musicMagpie plc (AIM:MMAG) from a group of shareholders for £9.8 million on October 2, 2024. As part of acquisition, AO World will acquire the entire share capital corresponding to approximately 110 million ordinary shares in musicMagpie plc for a cash consideration of 9.07 pence per share. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement. Martin Hellawell, Steve Oliver, Matthew Fowler and Dave Wilson Directors of musicMagpie have each given an irrevocable undertaking in respect to 13.2 million musicMagpie Shares representing an aggregate of 12.28% of musicMagpie's total issued share capital to vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting, or to accept, or procure the acceptance of the Takeover Offer. In addition to the musicMagpie Directors, Ian Storey, Walter Gleeson, Stephen Richards, CSC Employee Benefit Trustee (Jersey) Limited in its capacity as trustee of the Employee Benefit Trust, Northern Venture Trust PLC, Northern 2 VCT PLC, Northern 3 VCT PLC, NV2 LP and NVM Nominees Limited in respect of 32.2 million musicMagpie Shares representing an aggregate of 29.84% of musicMagpie's total issued share capital to vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting, or to accept, or procure the acceptance of the Takeover Offer. AO Bidco has also received a letter of intent to vote in favour of the Scheme and the Resolutions from Schroder Investment Management Limited, representing an aggregate of 11.84% of the total issued share capital of musicMagpie. All together, AO World has received irrevocable undertakings to vote in favour of the Scheme and the Resolutions in respect of a total of 58.2 million musicMagpie Shares representing approximately 54% of the total issued share capital of musicMagpie. The transaction will be funded from AO's existing cash resources. musicMagpie estimates that the aggregate fees and expenses for financial advice is around £300,000 to £350,000 and for Legal advice is around £500,000 to £700,000. AO Bidco estimates that the aggregate fees and expenses for Financial and corporate broking advice is around £1,500,000 to £2,000,000 and for legal advice is is around £1,018,000 to £1,518,000.
The transaction is subject to the Conditions and terms approvals by the requisite majorities of musicMagpie Shareholders of the Scheme and the Resolutions at the Court Meeting and General Meeting respectively, the receipt of regulatory approvals from the FCA, the sanction of the Scheme by the Court and third party approval. The deal has been approved by the board of directors of AO World plc and musicMagpie plc. The musicMagpie Directors intend to recommend unanimously that musicMagpie Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting or in the event that the Acquisition is implemented by way of a Takeover Offer. The transaction is expected to become Effective during Q1 2025. As of November 6, 2024, FCA approved the deal. The court and general meeting is scheduled on November 20, 2024. As of November 20, 2024, the Scheme was approved by the requisite majorities of Scheme Shareholders at the Court Meeting and the Resolutions in connection with the implementation of the Scheme. As of December 10, 2024, the Court has issued the Court Order sanctioning the scheme of arrangement between musicMagpie and the Scheme Shareholders.
Thomas Bective of Jefferies International Limited acted as financial advisor to AO World. Mark Percy and Daniel Bush of Shore Capital and Corporate Limited acted as financial advisor to musicMagpie plc. Gibson, Dunn & Crutcher UK LLP acted as legal advisor to AO World plc. Addleshaw Goddard LLP acted as legal advisor to musicMagpie plc. Equiniti Limited acted as Registrar to musicMagpie plc.
AO World plc (LSE:AO.) completed the acquisition of musicMagpie plc (AIM:MMAG) from a group of shareholders on December 12, 2024. Under the terms of the Scheme, Scheme Shareholders on the register of members of musicMagpie at the Scheme Record Time, on December 11, 2024, are entitled to receive 9.07 pence in cash for every Scheme Share held. As the Scheme has now become Effective, musicMagpie announces that, Martin Hellawell and Dave Wilson have both tendered their resignations and stepped down from the musicMagpie board. As of December 13, 2024, musicMagpie securities have been cancelled from trading on AIM with effect from December 13, 2024.
