Rule 19.6(b)
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.
THE FOLLOWING ANNOUNCEMENT IS BEING MADE PURSUANT TO THE REQUIREMENTS OF RULE 19.6(B) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").
FOR IMMEDIATE RELEASE
30 May 2025
AO LTD
(a wholly-owned subsidiary of AO World PLC)
Rule 19.6(b) update to post-offer intention statements with regard to musicMagpie PLC
AO Ltd ("AO") announces further to the completion of its recommended cash acquisition of the entire issued and to be issued share capital of musicMagpie PLC (now musicMagpie Limited) ("musicMagpie"), which was implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 and which became effective on 12 December 2024 (the "Acquisition"), an update to the statements of intentions made pursuant to Rules 2.7(c)(viii) and 24.2(a)(ii) to (iii) of the Code (the "Stated Intentions"), as set out in the announcement issued on 2 October 2024 (the "2.7 Announcement") and the scheme document published on 28 October 2024 (the "Scheme Document") (together, the "Offer Documentation").
Capitalised terms not otherwise defined in this announcement shall have the meanings given to them in the Scheme Document.
Stated Intentions
The Offer Documentation stated that, following completion of the Acquisition, AO intended to work with musicMagpie's management team to undertake an evaluation of musicMagpie's operations in order to improve its financial performance. The Offer Documentation highlighted that the scope of the evaluation was likely to include inter alia a review of: (i) strategic opportunities for musicMagpie's US operation; and (ii) the roles and responsibilities of musicMagpie's management and employees.
The Offer Documentation also stated that AO did not intend to make any material reduction to the headcount (excluding any headcount reduction programmes initiated by musicMagpie prior to the Effective Date) and that it did not intend to change the locations of musicMagpie's places of business.
Update to Stated Intentions
During the course of the evaluation noted above, AO identified certain matters which have caused it to update its Stated Intentions. Accordingly, and reflecting a drive for cost-rationalisation already underway by musicMagpie's management team prior to completion of the Acquisition, AO now intends to:
a) close the musicMagpie US operation, resulting in 46 US-based colleagues leaving the business (11% of musicMagpie workforce); and
b) close musicMagpie's site in Macclesfield which is currently used for the storage and outward distribution of books, and consolidate that operation into musicMagpie's wider tech and disc media operation at Hazel Grove, Stockport. It is expected that 13 colleagues would become redundant following a site closure (3% of the musicMagpie workforce), and 4 would transfer to work at the Hazel Grove site (which is 8 miles away).
None of these proposals impact AO's fundamental rationale for the Acquisition and the board of directors of AO World plc remains positive as to the future outlook of musicMagpie within the enlarged AO World plc group.
Enquiries:
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AO |
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Mark Higgins, Group CFO & COO |
+44 (0)1204 672400 |
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Jefferies International Limited (Financial Adviser and Corporate Broker to AO) |
+44 (0)20 7029 8000 |
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Philip Noblet Thomas Bective |
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Sodali (PR Adviser to AO)
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+44 (0)20 7250 1446
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Rob Greening |
ao@sodali.com |
Cautionary statement
This announcement may contain certain forward-looking statements (including beliefs or opinions) with respect to the operations, performance and financial condition of the Group. These statements are made in good faith and are based on current expectations or beliefs, as well as assumptions about future events. By their nature, future events and circumstances can cause results and developments to differ materially from those anticipated. Except as is required by the Listing Rules, Disclosure Guidance and Transparency Rules and applicable laws, no undertaking is given to update the forward-looking statements contained in this document, whether as a result of new information, future events or otherwise. Nothing in this document should be construed as a profit forecast or an invitation to deal in the securities of the Company.
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