Recommended Cash Acquisition of musicMagpie plc

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.

FOR IMMEDIATE RELEASE

2 October 2024

RECOMMENDED CASH ACQUISITION
OF
MUSICMAGPIE PLC
BY
AO LTD

(a wholly-owned subsidiary of AO World PLC)

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

1.         Introduction

The AO Board and the musicMagpie Board are pleased to announce that they have agreed the terms of a recommended cash acquisition of the entire issued and to be issued share capital of musicMagpie by AO Bidco, a wholly-owned subsidiary of AO.

2.         The Acquisition

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although AO Bidco reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement). The purpose of the Scheme is to enable AO Bidco to acquire the whole of the issued and to be issued share capital of musicMagpie.

Under the terms of the Acquisition, which will be subject to the Conditions and other terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Scheme Document, musicMagpie Shareholders will be entitled to receive:

for each musicMagpie Share: 9.07 pence in cash.

The Acquisition values the entire issued and to be issued share capital of musicMagpie at approximately £9,982,105 on a fully diluted basis and represents a premium of approximately:

·    58 per cent. to the Closing Price of 5.75 pence per musicMagpie Share on the Latest Practicable Date;

·    58 per cent. to the volume-weighted average Closing Price of 5.75 pence per musicMagpie Share for the one-month period ended on the Latest Practicable Date; and

·    48 per cent. to the volume-weighted average Closing Price of 6.12 pence per musicMagpie Share for the three-month period ended on the Latest Practicable Date.

It is currently expected that the Acquisition will become Effective during Q1 2025, subject to the satisfaction or (where applicable) waiver of the Conditions and certain further terms set out in Appendix 1 to this announcement.

3.         Background to and reasons for the Acquisition

AO believes that musicMagpie is a high quality and leading operator in the consumer electronics recommerce market with well-established operational platforms, a well-invested refurbishing facility and a strong technology stack. The musicMagpie brand is held in high regard and offers a trusted customer proposition with a deep and active customer base; characteristics which are highly valued by AO. With complementary business models focused online and on customer service, AO believes the Acquisition will offer highly attractive opportunities to augment its capability and value capture in the mobile and consumer tech categories.

The Acquisition will provide AO with opportunity for further vertical integration of the Wider AO Group's reverse supply chain, giving better control over costs and will enhance the trade-in options for AO's customers. musicMagpie's current sourcing channels include its SMARTDrop kiosks, direct mail and from its US business. The Acquisition will enable musicMagpie to leverage AO's trade-in volumes, which could lower its cost of acquisition.

AO further believes that adding musicMagpie into its portfolio of operations will mitigate the risk of a shift of the consumer tech market to sustainability and repair, with growth in refurbished technology expected to rise, and at the same time will enhance the Combined Group's ESG credentials.

AO holds the musicMagpie management team in high regard and values their operational expertise and experience. AO intends to work with the management team with a view to providing attractive and sustained growth and development opportunities to the Combined Group.

In relation to musicMagpie's Disc Media and Books business, AO recognises that it is in long-term decline but is showing some signs of stabilisation and delivers predictable cashflows, requiring only modest investment to sustain its performance.

4.         Recommendation of musicMagpie Directors

The musicMagpie Directors, who have been so advised by Shore Capital as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the musicMagpie Directors, Shore Capital has taken into account the commercial assessments of the musicMagpie Directors. Shore Capital is providing independent financial advice to the musicMagpie Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the musicMagpie Directors intend to recommend unanimously that musicMagpie Shareholders vote (or procure votes) 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, accept such Takeover Offer) as the musicMagpie Directors who are interested in musicMagpie Shares have irrevocably undertaken to do (or procure to be done) in respect of their interests (and, in the case of one musicMagpie Director, those of a connected person) in 13,240,760 musicMagpie Shares, representing, in aggregate, approximately 12.28 per cent. of musicMagpie's total issued share capital (as at the Latest Practicable Date).

5.         Background to and reasons for the recommendation

musicMagpie was admitted to trading on the AIM market of the London Stock Exchange in April 2021 (the "IPO"). Since the IPO, musicMagpie has made good progress against its strategy including growing its rental service from 4,400 subscribers at 31 March 2021 to 32,700 at 31 May 2024, as well as partnering with Asda to give customers the option of using its SMARTDrop kiosks for a fast and easy way to recycle phones.

In the last two years the macro-economic environment has been more challenging, impacting consumer spending with higher levels of inflation, energy costs and interest rates all contributing to a cost-of-living crisis for many households. Whilst these challenges have impacted musicMagpie's trading, the musicMagpie Directors believe that they have also increased consumers' willingness to seek value and consider buying pre-owned products from trusted resellers across a number of categories which has and will continue to have a positive benefit to the circular economy. In response to these market dynamics, a number of consumer brands, retailers and online platforms have introduced, or enhanced their circular economy capability and offering.

To capitalise on this evolving consumer behaviour, and compete effectively, during 2023 the musicMagpie Board determined that it may be more appropriate for musicMagpie to partner with an organisation who could provide it with greater financial strength and, potentially, operational synergies to enable musicMagpie to continue its progress and drive its growth strategy. A core facet of musicMagpie's strategy at the time of the IPO was to roll-out its rental service offering to build subscribers and grow its future revenue and cash flow stream from this offering. This service has been capital consumptive to grow, and musicMagpie's ability to invest in this and other areas of business has been constrained by the availability of capital, reflecting musicMagpie's current market capitalisation, net debt of approximately £13.8 million as at 31 May 2024, and the increased interest rate environment. To that end the musicMagpie Board commenced a process to seek a potential partner with the capability to support and enhance musicMagpie's future growth plans by bringing the musicMagpie offering to more consumers, and potentially in a more cost-effective manner. This process has been extensive and has ultimately resulted in the proposed Acquisition.

Whilst the musicMagpie Board has confidence in the business's market leading circular economy offering, and musicMagpie's ability to return to growth in the medium to long-term, they are cognisant that those challenges set out above persist and may do for some time. Therefore, after careful consideration, the musicMagpie Board believes that the Acquisition provides musicMagpie Shareholders with an opportunity to realise their investment in musicMagpie in full for cash at a significant premium to recent trading levels without the uncertainty associated with the delivery of future value as an independent public company. It therefore intends to recommend unanimously that musicMagpie Shareholders vote (or procure votes) 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, accept such Takeover Offer) as the musicMagpie Directors who are interested in musicMagpie Shares have irrevocably undertaken to do (or procure to be done) in respect of their interests (and, in the case of one musicMagpie Director, those of a connected person).

In evaluating the financial terms of the Acquisition, the musicMagpie Board has considered a number of factors, including:

·    the offer price of 9.07 pence per musicMagpie Share represents an opportunity for musicMagpie Shareholders to realise their shareholdings in cash and in full at a significant premium to recent trading levels, against a backdrop of more limited trading liquidity, which represents:

o  a premium of 58 per cent. to the Closing Price of a musicMagpie Share on the Latest Practicable Date;

o  a premium of 58 per cent. to the volume-weighted average Closing Price of a musicMagpie Share for the one-month period ended on the Latest Practicable Date; and

o  a premium of 48 per cent. to the volume-weighted average Closing Price of a musicMagpie Share in the three-month period ended on the Latest Practicable Date;

·    the immediacy and certainty of the cash proceeds of and value derived from the Consideration weighed against the inherent uncertainty of the delivery of future value from musicMagpie given the continued challenging macroeconomic backdrop in the UK, a competitive marketplace in which musicMagpie operates and the ability to fund future investment to support the musicMagpie Board's growth ambitions;

·    musicMagpie entered an Offer Period on 20 November 2023 and on 27 November 2023 indicated that it continued to seek potential buyers for musicMagpie. Since then, it has completed a comprehensive exercise to engage with a range of parties in connection with a possible acquisition of the business;

·    the deliverability of alternative strategic options for the business;

·    the potential benefits of a new ownership structure, including the ability to leverage AO's existing supply channels which could lower musicMagpie's cost of acquisition of consumer technology products, AO's trusted positioning with consumers, greater access to capital to pursue strategic growth opportunities and more resilience for a range of stakeholders; and

·    musicMagpie Shareholders, representing in aggregate approximately 42.12 per cent. of musicMagpie's issued share capital, have indicated their support for the Acquisition by providing irrevocable undertakings to 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, accept such Takeover Offer).

In considering the Acquisition, the musicMagpie Directors have taken into account AO's stated intentions for the business and its employees. In particular, the musicMagpie Directors note that AO Bidco intends to work with the existing management and employees of musicMagpie with a view to optimising musicMagpie's operations and supporting growth and development opportunities for the Combined Group's stakeholders. AO has also confirmed that the existing contractual and statutory employment rights, including pension rights, of all musicMagpie management and employees will be fully safeguarded in accordance with applicable law. As such, the musicMagpie Board believes that the Acquisition represents an opportunity for stakeholders to benefit, including customers, employees and shareholders.

Accordingly, following careful consideration of the above factors, including the intentions of AO, the musicMagpie Directors intend to recommend unanimously that musicMagpie Shareholders vote (or procure votes) 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, accept such Takeover Offer) to musicMagpie Shareholders on the terms, and subject to the conditions, set out in this announcement.

6.         Irrevocable undertakings and letters of intent

In addition to the irrevocable undertakings from the musicMagpie Directors referred to above, AO Bidco has received from 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 irrevocable undertakings to vote in favour of the Scheme and the Resolutions in respect of 32,172,160 musicMagpie Shares in aggregate, representing approximately 29.84 per cent. of musicMagpie's total issued share capital (as at the Latest Practicable Date).

Taken together with the irrevocable undertakings received from the musicMagpie Directors,  AO Bidco has therefore received irrevocable undertakings to vote, or procure the voting, 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, to accept or procure the acceptance of such Takeover Offer) in respect of a total of 45,412,920 musicMagpie Shares, representing, in aggregate, approximately 42.12 per cent. of the total issued share capital of musicMagpie (as at the Latest Practicable Date).

In addition, AO Bidco has received a letter of intent to vote, or procure the voting, 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, to accept or procure the acceptance of such Takeover Offer) from Schroder Investment Management Limited, representing, in aggregate, approximately 11.84 per cent. of the total issued share capital of musicMagpie (as at the Latest Practicable Date).

Therefore, as at the date of this announcement, AO Bidco has received irrevocable undertakings and letters of intent to vote, or procure the voting, 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, to accept or procure the acceptance of such Takeover Offer) in respect of a total of 58,174,776 musicMagpie Shares, representing, in aggregate, approximately 54.0 per cent. of the total issued share capital of musicMagpie (as at the Latest Practicable Date).

Further details of these irrevocable undertakings and letters of intent are set out in Appendix 3 to this announcement.

7.         AO's intentions for the musicMagpie business and the Combined Group

AO's strategic plans for musicMagpie

AO believes that musicMagpie is a high quality and leading operator in the consumer technology recommerce market.  With complementary business models focused online, and aligned cultures centred on customer service, AO believes the Acquisition will augment its capability and value capture in the mobile and consumer tech categories.

AO holds the musicMagpie management team in high regard and values their expertise and experience. AO intends to work with the existing management and employees of musicMagpie with a view to optimising musicMagpie's operations and supporting growth and development opportunities for the Combined Group's stakeholders.

Prior to this announcement, consistent with market practice, AO has been granted access to musicMagpie's senior management for the purposes of confirmatory due diligence. Following completion of the Acquisition, AO intends to work with musicMagpie's management team to undertake an evaluation of musicMagpie's operations in order to improve its financial performance. The scope of the evaluation is likely to include a review of: (i) strategic opportunities for musicMagpie's US operation; (ii) musicMagpie's arrangements with overlapping suppliers; (iii) the roles and responsibilities of musicMagpie's management and employees; and (iv) musicMagpie's management incentivisation arrangements (the "Evaluation"). It is not expected that the Evaluation will result in any material reduction in headcount.

AO expects that the Evaluation will be completed within a period of approximately six months from the Effective Date.

Employees and management

AO attaches great importance to the skill and experience of musicMagpie's management and employees and recognises that the employees and management of musicMagpie have been and will continue to be key to the continued success of the Combined Group.

It is intended that, with effect from the Effective Date, each of the non-executive Directors of musicMagpie shall resign from office. Once musicMagpie ceases to be a listed company, some central management, corporate and support functions, including listed company-related functions, will be reduced in scope, which is likely to result in a limited reduction of headcount in these areas. Any such headcount reduction shall be carried out in accordance with applicable law.

AO does not intend to make any material reduction to the headcount (excluding any headcount reduction programmes initiated by musicMagpie prior to the Effective Date), or any material change to the conditions of employment or to the balance of skills and functions, of the musicMagpie Group's employees or management.

musicMagpie is currently in the process of reviewing costs and headcount in its UK head office in consultation with its employees. It is expected that the total head count of the UK head office function will reduce by approximately 30 people. This process is ongoing and is expected to be formally completed by the end of October 2024 with employees leaving in a phased timetable thereafter.

AO does not intend that the Acquisition will reduce its own headcount or change its terms and conditions of employment or the balance of skills and functions of its employees or management.

Existing employment rights

AO confirms that, following the Acquisition becoming Effective, the existing contractual and statutory employment rights, including pension rights, of all musicMagpie management and employees will be fully safeguarded in accordance with applicable law.

Management incentive arrangements

Following the Acquisition becoming Effective, AO intends to review the management incentive structure of musicMagpie. AO has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangements with members of musicMagpie's management, but may enter into such discussions with certain members of the musicMagpie management team following the Effective Date.

Headquarters, locations, fixed assets and research and development

AO does not intend to change the locations of musicMagpie's places of business (including musicMagpie's headquarters in Stockport, and the operational facilities in Stockport and Macclesfield in the UK and Atlanta in the US), nor the locations of AO's places of business. AO does not intend to make any material disposal of musicMagpie's fixed assets or material change to any of musicMagpie's research and development functions.

Trading facilities

The musicMagpie Shares are currently admitted to trading on AIM. As described in paragraph 16 below, prior to the Effective Date, it is intended that an application will be made to the London Stock Exchange for admission of the musicMagpie Shares to trading on AIM to be cancelled with effect from or shortly following the Effective Date. It is also intended that musicMagpie will be re-registered as a private limited company and for this to take effect as soon as practicable following the Effective Date.

No post-offer undertakings

No statements in this paragraph 7 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

8.         Information on musicMagpie

musicMagpie is a market leader in the re-commerce of consumer technology, disc media (including CDs, DVDs and games) and books in the UK, with operations in the US, with sustainability running to the very heart of its operations.

Operating through two trusted brands - musicMagpie in the UK and decluttr in the US - with a core strategy of providing consumers with a smart, sustainable and trusted way to buy, rent and sell refurbished consumer technology, physical media products and clothing items. Founded in 2007, the musicMagpie Group has an established presence in the UK, with operations in Stockport, Greater Manchester, and in the US in Atlanta, Georgia.

musicMagpie has a strong environmental and social focus, as demonstrated by its trademarked 'smart for you, smart for the planet' ethos. Nearly 400,000 consumer technology products were resold in the financial year ending 30 November 2023. In addition, the musicMagpie Group re-sells approximately 8.4 million books and disc media each year that could have ended up as waste. The musicMagpie Group has been given the London Stock Exchange's Green Economy Mark in recognition of its contribution to the global green economy.

When selling to musicMagpie, the customer is offered a fixed valuation via the website, provided with free logistics to ship the products and (subject to it being 'as described') receives payment for their product on the day of arrival at the musicMagpie Group's warehouse. The musicMagpie Group has partnered with Asda to give customers the option of using its SMARTDrop Kiosks in store for a fast and easy way to recycle phones for instant payment. As at 31 May 2024, musicMagpie SMARTDrop kiosks are installed across approximately 290 Asda stores in the UK, as well as in a small number of large shopping centres. This innovative buying tool allows musicMagpie to promote the musicMagpie brand, buy additional handsets and give consumers the convenience to get paid within seconds for their smartphones. Customers purchasing from musicMagpie receive branded refurbished product at a much lower price than buying new.

In 2021, musicMagpie launched a rental model for handsets, enabling consumers to choose between an outright purchase of a handset, or renting over 12 months or longer. As at 31 May 2024, musicMagpie had 32,700 active subscribers to musicMagpie's device rental service.

musicMagpie has the highest number of seller reviews on both Amazon and eBay and has consistently achieved extremely positive feedback scores. musicMagpie has a 4.4* rating on UK Trustpilot with over 300,000 reviews and won Best Refurbished Device Supplier in the Uswitch Telecoms Awards 2024, as well as Best Online Retailer and Best Secondary Market Provider at the Mobile News Awards 2023.

9.         Information on AO and AO Bidco

AO, headquartered in Bolton and listed on the London Stock Exchange, is the UK's most trusted online electrical retailer, with a mission to be the destination for electricals. AO's strategy is to create value by offering its customers brilliant customer service and making AO the destination for everything they need, in the simplest and easiest way, when buying electricals. AO offers major and small domestic appliances and a growing range of mobile phones, AV, consumer electricals and laptops. AO also provides ancillary services such as the installation of new and collection of old products and offers product protection plans and customer finance. AO Business serves the B2B market in the UK, providing electricals and installation services at scale. AO also has a Waste Electrical and Electronic Equipment processing facility, ensuring customers' electronic waste is dealt with responsibly.

AO Bidco is a private limited company incorporated in England and Wales, which is directly wholly-owned by AO.

10.       Financing of the Acquisition

The Consideration necessary to satisfy the Acquisition in full will be funded from AO's existing cash resources. Jefferies, in its capacity as financial adviser to AO and AO Bidco, is satisfied that sufficient resources are available to AO to satisfy in full the Consideration payable by AO Bidco to musicMagpie Shareholders pursuant to the Acquisition.

11.       musicMagpie Share Plans

Participants in the musicMagpie Share Plans will be contacted regarding the effect of the Acquisition on their rights under the musicMagpie Share Plans and provided with further details concerning the proposals which will be made to them in due course. Details of the proposals will be set out in the Scheme Document (or, as the case may be, the Offer Document) and in separate letters to be sent to participants in the musicMagpie Share Plans.

12.       Offer-related arrangements

Confidentiality Agreement between AO and musicMagpie

On 15 December 2023, AO and musicMagpie entered into the Confidentiality Agreement in connection with the Acquisition, pursuant to which, amongst other things, the parties gave certain undertakings to: (i) subject to certain exceptions, keep information relating to the Acquisition and each other party's group confidential and not to disclose it to third parties; and (ii) use such confidential information only in connection with the Acquisition. These confidentiality obligations will remain in force until the earlier of: (i) if the Acquisition is implemented by way of a Takeover Offer, AO or any member of the Wider AO Group acquiring 50 per cent. or more of the issued share capital of musicMagpie; (ii) if the Acquisition is implemented by way of a Scheme, the Scheme becoming Effective; or (iii) the date occurring 24 months after the date of the Confidentiality Agreement.

Co-operation Agreement between AO Bidco and musicMagpie

On 2 October 2024, AO Bidco and musicMagpie entered into the Co-operation Agreement in relation to the Acquisition. Pursuant to the Co-operation Agreement:

·          AO Bidco has agreed to use all reasonable endeavours to obtain, and make any necessary filings in relation to, the regulatory clearances and authorisations necessary or advisable to satisfy the Condition set out in paragraph 3(A) of Part A of Appendix 1 as soon as reasonably practicable and in any event by the Long Stop Date, subject to certain customary carve-outs;

·          the parties have agreed to (i) implement certain arrangements with respect to the musicMagpie Share Plans and the Employee Benefit Trust; and (ii) certain provisions if the Acquisition should switch to a Takeover Offer; and

·          AO Bidco has also agreed to provide musicMagpie with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document.

The Co-operation Agreement shall terminate, amongst other things:

·          if agreed in writing between AO Bidco and musicMagpie at any time prior to the Effective Date;

·          upon service of written notice by AO Bidco to musicMagpie if the musicMagpie Board recommends or announces that it intends to recommend a competing proposal or a competing proposal completes, becomes effective or is declared unconditional;

·          if the musicMagpie Board's recommendation in respect of the Acquisition changes in a manner that is adverse in the context of the Acquisition; or

·          upon service of written notice by either AO Bidco or musicMagpie to the other party if (i) prior to the Long Stop Date, a competing offer completes, becomes effective or is declared or becomes unconditional; (ii) the Acquisition is withdrawn, terminated or lapses in accordance with its terms prior to the Long Stop Date; (iii) prior to the Long Stop Date, a Condition has been invoked by AO Bidco (where the invocation of the relevant Condition is permitted by the Panel); (iv) unless the Acquisition has switched to a Takeover Offer: (a) the Scheme is not approved at the Court Meeting and/or the Resolutions are not approved at the General Meeting or the Court definitively refuses to sanction the Scheme at the Sanction Hearing; or (b) the Court Meeting, the General Meeting or the Sanction Hearing is/are not held on or before the 22nd day after the expected date of such meeting or hearing as set out in the Scheme Document (or such later date, if any, as AO Bidco and musicMagpie may agree, or (in a competitive situation) as may be specified by AO Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow); or (v) if the Effective Date has not occurred on or before the Long Stop Date (unless otherwise agreed by the parties in writing, or required by the Panel).

13.       Scheme process and publication of the Scheme Document

It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between musicMagpie and the Scheme Shareholders under Part 26 of the Companies Act. AO Bidco reserves the right, however, to effect the Acquisition by way of Takeover Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement.

The purpose of the Scheme is to provide for AO Bidco to become the owner of the whole of the issued and to be issued share capital of musicMagpie. Under the Scheme, the Acquisition is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to AO Bidco in consideration for which Scheme Shareholders will receive the Consideration on the basis set out in paragraph 2 of this announcement. The process involves, amongst other things, an application by musicMagpie to the Court to sanction the Scheme.

The Acquisition will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this announcement and to be set out in the Scheme Document. Subject, amongst other things, to the satisfaction (or, where applicable, waiver) of the Conditions, the Scheme will only become Effective if, amongst other things, the following events occur on or before the Long Stop Date:

·          the approval by a majority in number of Scheme Shareholders, present and voting (and entitled to vote) at the Court Meeting, whether in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders (or the relevant class or classes thereof) and the passing, at the General Meeting, of the Resolutions by musicMagpie Shareholders representing 75 per cent. or more of the votes validly cast on the Resolutions (the General Meeting will be held immediately after the Court Meeting);

·          certain regulatory approvals as described in Appendix 1 (including approvals from the FCA) are obtained (or waived, as applicable);

·          following the Meetings, the Scheme is sanctioned by the Court (with or without modification, and, if with modification, on terms agreed by AO Bidco and musicMagpie); and

·          following such sanction, a copy of the Court Order is delivered to the Registrar of Companies.

Upon the Scheme becoming Effective, it will be binding on all musicMagpie Shareholders, irrespective of whether or not they attended or voted at the Meetings (and if they attended and voted, whether or not they voted in favour) and the Consideration will be despatched by AO Bidco to Scheme Shareholders no later than 14 days after the Effective Date. In addition, share certificates in respect of the musicMagpie Shares will cease to be valid and entitlements to musicMagpie Shares held within the CREST system will be cancelled.

Any musicMagpie Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any musicMagpie Shares issued or transferred on or after the Scheme Record Time (other than to AO Bidco and/or its nominees) will either be subject to the Scheme or (after the Effective Date) be automatically and immediately transferred to, or to the order of, AO Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). These provisions of the Articles (as amended) will avoid any person (other than AO Bidco and/or its nominees) holding musicMagpie Shares after the Effective Date.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable for the implementation of the Scheme. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document for use at the Court Meeting and the General Meeting will be distributed to musicMagpie Shareholders as soon as reasonably practicable and in any event within 28 days of the date of this announcement or such later date as AO Bidco, musicMagpie and the Panel may agree, and that the Court Meeting and the General Meeting will be held as soon as practicable thereafter.

Subject to, amongst other things, the satisfaction or (where applicable) waiver of the Conditions and certain further terms set out in Appendix 1 to this announcement, it is currently expected that the Acquisition will become Effective during Q1 2025.

The Acquisition will lapse if the Scheme does not become Effective by the Long Stop Date.

The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the FCA, the London Stock Exchange, the AIM Rules and the Registrar of Companies.

14.       Dividends

If, on or after the date of this announcement and before the Effective Date, any dividend, distribution or other return of capital or value is announced, declared, made or paid by musicMagpie or becomes payable by musicMagpie in respect of the musicMagpie Shares, AO Bidco reserves the right to reduce the Consideration that would be payable for each musicMagpie Share pursuant to the Acquisition by an amount up to the amount per musicMagpie Share of such dividend and/or distribution and/or other return of capital or value. In such circumstances, musicMagpie Shareholders would be entitled to receive and retain any such dividend and/or other distribution and/ or return of capital or value to which they are entitled.

15.       Disclosure of interests

Except for the irrevocable undertakings and letters of intent referred to in paragraph 6 above, as at the date of this announcement neither AO Bidco nor any of its directors, nor, so far as AO Bidco is aware, any person acting in concert (within the meaning of the Takeover Code) with AO Bidco:

·    has any interest in, or right to subscribe for, any relevant securities of musicMagpie; nor

·    has any short position in respect of any relevant securities of musicMagpie, including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery of relevant securities of musicMagpie; nor

·    has borrowed or lent any relevant securities of musicMagpie or entered into any financial collateral arrangements relating to relevant securities of musicMagpie; nor

·    is party to any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Takeover Code in relation to relevant securities of musicMagpie.

An "interest in" securities for these purposes arises, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to securities.

In the interests of secrecy prior to this announcement, it has not been practicable for AO Bidco to make enquiries of all of its concert parties in advance of the release of this announcement. Therefore, if AO Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any interests in relevant securities of musicMagpie, all relevant details in respect of AO Bidco's concert parties will be included in AO's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code.

16.       Delisting and re-registration

Prior to the Scheme becoming Effective, it is intended that an application will be made to the London Stock Exchange to, subject to the Acquisition becoming Effective, cancel admission of musicMagpie Shares to trading on AIM, with effect from or shortly following the Effective Date.

The last day of dealings in, and registration of transfers of, musicMagpie Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6:00 p.m. (London time) on that date.

On the Effective Date, musicMagpie will become a wholly-owned subsidiary of AO Bidco and share certificates in respect of musicMagpie Shares will cease to be valid. In addition, entitlements held within the CREST system to the musicMagpie Shares will be cancelled on the Effective Date.

It is also intended that musicMagpie will be re-registered as a private limited company and for this to take effect as soon as practicable following the Effective Date.

Upon the Scheme becoming Effective, AO Bidco will acquire the musicMagpie Shares fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto including the right to receive and retain all dividends and distributions declared, made or paid by reference to a record date after the Effective Date.

17.       Consents

Jefferies and Shore Capital have each given, and not withdrawn, their written consent to the publication of this announcement with the inclusion herein of the references to their names in the form and content in which they appear.

18.       Documents available for inspection

Copies of this announcement and the following documents will, by no later than 12 noon on the Business Day following the date of this announcement, be published on AO's website at www.ao-world.com/investor-centre/offer and musicMagpie's website at www.musicmagpieplc.com/investors:

·    this announcement;

·    the irrevocable undertakings and letters of intent referred to in paragraph 6 above and further described in Appendix 3 to this announcement;

·    the Confidentiality Agreement;

·    the Co-operation Agreement; and

·    the consent letters from each of Jefferies and Shore Capital referred to in paragraph 17 above.

The contents of any website referred to in this announcement are not incorporated into and do not form part of this announcement.

19.       General

AO Bidco reserves the right to elect, with the consent of the Panel (where necessary) and subject to the terms and conditions of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of musicMagpie not already held by AO Bidco as an alternative to the Scheme. In such an event, a Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme.

In the event that the Acquisition is to be implemented by way of a Takeover Offer, musicMagpie Shares will be acquired pursuant to the Takeover Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto including the right to receive and retain all dividends and distributions declared, made or paid by reference to a record date after the Effective Date.

If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, AO Bidco intends to: (i) request that the London Stock Exchange cancels admission of musicMagpie Shares to trading on AIM; and (ii) exercise its rights (to the extent such rights are available) to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining musicMagpie Shares in respect of which the Takeover Offer has not been accepted.

The Acquisition will be subject to the Conditions and other terms set out in Appendix 1 and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 contains the bases of calculation and sources of certain information contained in this announcement. Details of the irrevocable undertakings and letters of intent received by AO Bidco in connection with the Acquisition are set out in Appendix 3. Certain terms used in this announcement are defined in Appendix 4.

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 or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Enquiries:

Gibson, Dunn & Crutcher UK LLP is acting as legal adviser to AO and AO Bidco in connection with the Acquisition.

Addleshaw Goddard LLP is acting as legal adviser to musicMagpie in connection with the Acquisition.

The person responsible for making this announcement on behalf of AO is Julie Finnemore (Company Secretary). The person responsible for making this announcement on behalf of musicMagpie is Matthew Fowler (Company Secretary).

Inside Information

This announcement contains inside information for the purposes of the Market Abuse Regulation.

Further information

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

musicMagpie and AO Bidco will prepare the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) to be distributed to musicMagpie Shareholders. musicMagpie and AO Bidco urge musicMagpie Shareholders to read the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) when it becomes available because it will contain important information relating to the Acquisition.

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

Disclaimers

This announcement does not constitute or form part of, and should not be construed as, any public offer under any applicable legislation or an offer to sell or solicitation of any offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for AO and  AO Bidco and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than AO and AO Bidco for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the contents of, or any matter referred to in, this announcement or any transaction or arrangement referred to herein. Neither Jefferies nor any of its subsidiaries or 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 Jefferies in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (either individually or collectively "Shore Capital"), which are authorised and regulated by the Financial Conduct Authority in the United Kingdom, are acting exclusively for musicMagpie and no one else in connection with the matters set out to in this announcement and will not regard any other person as their client in relation to such matters and will not be responsible to anyone other than musicMagpie for providing the protections afforded to clients of Shore Capital nor for providing advice in relation to the contents of, or any matter referred to in, this announcement or any transaction or arrangement referred to herein. Neither Shore Capital and Corporate Limited nor Shore Capital Stockbrokers Limited, nor any of their subsidiaries or 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 Shore Capital in connection with this announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.

Overseas jurisdictions

This announcement has been prepared in accordance with, and for the purposes of complying with, English law, the Takeover Code, the Market Abuse Regulation and the AIM Rules, and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements.

The availability of the Acquisition to musicMagpie Shareholders who are not resident in and citizens of the United Kingdom 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 United Kingdom 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 musicMagpie Shares with respect to the Scheme at the Meetings, or to execute and deliver Forms of Proxy (or other proxy instructions) appointing another to vote at the Meetings 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 Acquisition 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 AO Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction and no person may vote in favour of the Acquisition 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 Acquisition 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 custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such announcement or any such document in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition 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.

The Acquisition will be subject to English law and the jurisdiction of the Court, and the applicable requirements of the Takeover Code, the Panel, the FCA, the London Stock Exchange, the AIM Rules and the Registrar of Companies.

Notice to US investors in musicMagpie

The Acquisition 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 rules or the proxy solicitation rules under the US Securities Exchange Act of 1934.  Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.  Neither the United States Securities and Exchange Commission, nor any securities commission of any state of the United States, has approved, disapproved or passed judgement on the fairness or the merits of any offer, or passed comment upon the adequacy or completeness of any of the information contained in this announcement.  Any representation to the contrary may be a criminal offence in the United States.

If, in the future, AO Bidco exercises the right, with the consent of the Panel (where necessary), to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including Section 14(e) of the US Securities Exchange Act 1934 and Regulation 14E thereunder.  Such a takeover would be made in the United States by AO Bidco and no one else.

Financial information included in this announcement and the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that 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, which may  differ in certain significant respects from accounting principles and standards applicable in the United Kingdom.  None of the financial information in this announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).

The receipt of cash pursuant to the Acquisition by a musicMagpie Shareholder in the US as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws.  Each musicMagpie Shareholder is therefore urged to consult with independent legal, tax and financial advisers in connection with making a decision regarding the Acquisition.

It may be difficult for musicMagpie Shareholders in the US to enforce their rights and any claim arising out of the US federal securities laws in connection with the Acquisition, since AO, AO Bidco and musicMagpie are located in, and organised under the laws of, a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction.  musicMagpie Shareholders in the US may not be able to make a claim against a non-US company or its officers or directors in a non-US court for violations of the US federal securities laws.  Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Securities Exchange Act of 1934, AO Bidco, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, musicMagpie Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn.  Also, in accordance with Rule 14e-5(b) of the US Securities Exchange Act of 1934, each of Jefferies and Shore Capital will continue to act as an exempt principal trader in musicMagpie Shares on the London Stock Exchange.  If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Securities Exchange Act of 1934.  Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Cautionary note regarding forward-looking statements

This announcement (including any information incorporated by reference into this announcement), statements made regarding the Acquisition, and other information to be published by AO, AO Bidco and/or musicMagpie, contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and not based on historical facts, but rather on current expectations and projections of the management of AO, AO Bidco and/or musicMagpie 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 with respect to the financial condition, results of operations and business of musicMagpie and certain plans and objectives of AO and AO Bidco with respect thereto and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the fact that they do not relate only to historical or current facts and may use words such as "anticipate", "target", "expect", "estimate", "forecast", "intend", "plan", "budget", "scheduled" "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by musicMagpie, AO and/or AO Bidco in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risk and uncertainty and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such, because they relate to events and depend on circumstances that will occur in the future. Although AO, AO Bidco and/or musicMagpie believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.

There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied in forward-looking statements. The factors that could cause actual results to differ materially from those described in the forward-looking statements include, but are not limited to: the ability to proceed with or complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions on the proposed terms; changes in the global, political, economic, business and competitive environments and in market and regulatory forces; changes in future inflation, deflation, exchange and interest rates; changes in tax and national insurance rates; future business combinations, capital expenditures, acquisitions or dispositions; changes in general and economic business conditions; changes in the behaviour of other market participants; the anticipated benefits of the Acquisition not being realised as a result of changes in general economic and market conditions in the countries in which AO, AO Bidco and musicMagpie operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which AO, AO Bidco and musicMagpie operate; the repercussions of the outbreak of epidemics (including but not limited to the COVID-19 outbreak); changes to the boards of directors of AO, AO Bidco and/or musicMagpie and/ or the composition of their respective workforces; exposures to terrorist activity, IT system failures, cyber-crime, fraud and pension scheme liabilities; risks relating to environmental matters such as climate change including AO, AO Bidco and/or musicMagpie's ability along with the government and other stakeholders to measure, manage and mitigate the impacts of climate change effectively; changes to law and/or the policies and practices of the Bank of England, the FCA and/or other regulatory and governmental bodies; changes in the liquidity, capital, funding and/ or asset position and/or credit ratings of AO, AO Bidco and/or musicMagpie; the repercussions of the UK's exit from the EU (including any change to the UK's currency and the terms of any trade agreements (or lack thereof) between the UK and the EU), Eurozone instability, Russia's invasion of Ukraine, conflicts in the Middle East, any referendum on Scottish independence, and any UK or global cost of living crisis or recession. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

Neither AO, nor AO Bidco, nor musicMagpie, 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 their announcement will actually occur. Given the risks and uncertainties, you are cautioned not to place any reliance on these forward-looking statements.

Other than in accordance with their legal or regulatory obligations, neither AO, nor AO Bidco, nor musicMagpie is under any obligation, and AO, AO Bidco and musicMagpie expressly disclaim any intention or obligation, to update or revise any forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 10^th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10^th 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 per cent. 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 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 on website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement and the documents required to be published under Rule 26 of the Takeover Code, will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on AO's website at www.ao-world.com/investor-centre/offer and musicMagpie's website at www.musicmagpieplc.com/investors by no later than 12 noon (London time) on the first business day following the date of this announcement. For the avoidance of doubt, neither the contents of these websites nor the contents of any websites accessible from any hyperlinks set out in this announcement are incorporated into or forms part of this announcement.

No profit forecasts, profit estimates or quantified benefits statements

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

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, musicMagpie Shareholders, persons with information rights and participants in the musicMagpie Share Plans may request a hard copy of this announcement by contacting musicMagpie's registrars, Equiniti Limited. musicMagpie Shareholders can: (i) submit a request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom; or (ii) call +44 (0) 121 415 7019. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Phone lines are open between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales).

For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by musicMagpie Shareholders, persons with information rights and other relevant persons for the receipt of communications from musicMagpie may be provided to AO and AO Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Takeover Code, musicMagpie confirms that, as at the Latest Practicable Date, it had in issue 107,808,287 ordinary shares of £0.01 each. The International Securities Identification Number (ISIN) for musicMagpie Shares is GB00BKY4XG48.

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 figures that precede them.