7DIG.L Regulatory News (7DIG)

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 AMENDED BY VIRTUE OF THE MARKET ABUSE (AMENDMENT) (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

23 March 2023

RECOMMENDED CASH OFFER

for

7DIGITAL GROUP PLC ("7DIGITAL")

by

SONGTRADR, INC. ("SONGTRADR")

TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENTUNDER PART 26 OF THE COMPANIES ACT 2006

Results of Court Meeting and General Meeting

The board of directors of 7digital is pleased to announce that at the Court Meeting and the General Meeting held earlier today in connection with the recommended cash offer by Songtradr for the entire issued and to be issued ordinary share capital of 7digital, being effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), details of which were announced on 8 February 2023, the requisite majorities of Scheme Shareholders voted to approve the Scheme at the Court Meeting and the requisite majority of the 7digital Shareholders voted to pass the Special Resolution proposed at the General Meeting in connection with, amongst other things, the amendment of the Articles and such other matters necessary to implement the Scheme.

Details and the full text of the resolutions passed are set out in the formal notices of the Court Meeting and General Meeting contained in the scheme document dated 1 March 2023 which was posted or otherwise made available to 7digital Shareholders (the "Scheme Document").

Unless otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document. 

Voting results of the Court Meeting

At the Court Meeting, the Scheme was approved by the requisite majority of Scheme Shareholders on a poll vote. 

A majority in number of the Scheme Shareholders who voted (either in person or by proxy), representing over 75 per cent. in value of the Scheme Shares held by the Scheme Shareholders who voted (either in person or by proxy), voted to approve the Scheme. Each Scheme Shareholder present in person or by proxy was entitled to one vote for each Scheme Share held at the Voting Record Time. Details of the votes cast at the Court Meeting are as follows:

Notes:

1. The number of Scheme Shares in issue at the Voting Record Time comprised 2,417,312,825 Scheme Shares.

2. The total number of Scheme Shareholders voting 'For' and 'Against' the resolution exceeds the total number of Scheme Shareholders who voted, as 11 registered members gave instructions for votes to be cast in favour of the resolution in respect of part of their holding of Scheme Shares and against the resolution in respect of another part of their holding of Scheme Shares.

3. Any proxy appointments that gave discretion to the Chairman have been included in the votes "For" total.

Rule 2.10(c) disclosure regarding irrevocable undertakings

Due to certain administrative issues with various international custodians and nominees, votes in favour were not received by the relevant deadline from certain of the providers of irrevocable undertakings relating to the Court Meeting representing, in aggregate, 585,123,237 7digital Shares, being approximately 24.21 per cent. of the 7digital Shares entitled to vote at the Court Meeting. Such providers comprised: Mr Noam Band (89,000,000 shares), Mr Alan Da Costa (51,111,111 shares) and Shmuel Koch Holdings Limited of which Mr Tamir Koch is a director (445,012,126 shares).

Voting results of the General Meeting

At the General Meeting, the Special Resolution (i) to authorise the directors of 7digital (or a duly authorised committee thereof) to take all such action as they may consider necessary or appropriate to carry the Scheme into full effect; (ii) to approve certain amendments to the articles of association of 7digital; and (iii) approve the re-registration of 7digital as a private limited company, was also taken on a poll and passed by the requisite majority. Each 7digital Shareholder, present in person or by proxy, was entitled to one vote for each 7digital Share held at the Voting Record Time. The results of the poll were as follows:

Notes:

1. The issued ordinary share capital of 7digital at the Voting Record Time comprised 2,722,085,961 7digital Shares each with voting rights. No shares were held in treasury.

2. Any proxy appointments that gave discretion to the Chairman have been included in the votes "For" total.

3. A vote withheld is not a vote in law and counts neither "For" nor "Against" the resolution.

Rule 2.10(c) disclosure regarding irrevocable undertakings

Due to certain administrative issues with various international custodians and nominees, votes in favour were not received by the relevant deadline from certain of the providers of irrevocable undertakings relating to the General Meeting representing, in aggregate, 536,512,126 7digital Shares, being approximately 19.71 per cent. of the 7digital Shares entitled to vote at the General Meeting. Such providers comprised: Mr Noam Band (89,000,000 shares), Mr Michael Juskiewicz (1,000,000 shares), Mr Tamir Koch (1,500,000 shares) and Shmuel Koch Holdings Limited of which Mr Tamir Koch is a director (445,012,126 shares).

Effective Date and Expected Timetable

Completion of the Scheme remains subject to satisfaction or waiver of the other Conditions set out in the Scheme Document including the sanction of the Scheme by the Court and the delivery of a copy of the Court Order to the Registrar of Companies. The expected timetable of principal events for the implementation of the Scheme is set out in the Appendix to this announcement and it is currently expected that the Court Hearing to sanction the Scheme will take place on 28 March 2023. Subject to the Scheme receiving the sanction of the Court and the satisfaction or waiver of the other Conditions, the Scheme is expected to become Effective on 30 March 2023 with cheques being dispatched or settlement through CREST for the Cash Consideration due under the Scheme occurring within 14 days of that date.

7digital has applied to the London Stock Exchange for trading in 7digital Shares on AIM to be suspended with effect from 7.30 a.m. (London time) on 30 March 2023. 7digital has also made an application to the London Stock Exchange for the cancellation of the admission to trading of the 7digital Shares on AIM, which is expected to take effect at 7.00 a.m. on 31 March 2023.

On the Effective Date, 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.

If any of the times and/or dates set out in the expected timetable change, 7digital will give notice of such change by issuing an announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions, also be made available on 7digital's website at www.7digital.com/investors/.The contents of this website are not incorporated into, and do not form part of, this announcement.

Shareholder Helpline

If shareholders have any questions relating to the Scheme Document (or any information incorporated by reference into such document), they should telephone Neville Registrars 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. The helpline is open between 9.00 a.m. and 5.00 p.m. London time, Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the helpline operators cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

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 (or, if the Offer is implemented by way of a Takeover Offer, the Offer Document) which contains the full terms and conditions of the Offer. 7digital Shareholders are advised to read the Scheme Document (or any other document by which the Offer is made) carefully because it contains important information in relation to 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.

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.

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.

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.

Time

All times shown in this announcement are London times, unless otherwise stated.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, 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 7digital is Paul Langworthy.

APPENDIX: EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown in this announcement are London time unless otherwise stated. All dates and times are based on 7digital's and Songtradr's current expectations and are subject to change. If any of the dates/or times in this expected timetable change, the revised dates and/or times will be notified to 7digital Shareholders by announcement through a Regulatory Information Service, with such announcement also being made available on 7digital's website at https://www.7digital.com/investors/.

Notes:

(1)  These times and dates are indicative only and will depend, among other things, on the dates upon which (i) the Conditions are satisfied or (where permitted) waived, (ii) the Court sanctions the Scheme and (iii) the Court Order is delivered to the Registrar of Companies. 7digital will announce any changes to these dates through a Regulatory Information Service.

(2)  7digital Shares will be disabled in CREST from 6.00 p.m. on 29 March 2023.

(3)  The Scheme will become effective pursuant to its terms upon the Court Order being delivered to the Registrar of Companies.

(4)  This is the latest date by which the Scheme may become effective unless 7digital and Songtradr agree (and, if required, the Panel and the Court permit) a later date.