Hipgnosis

Please see attached a statement from Hipgnosis Song Management Limited which explains that were Hipgnosis Songs Fund Ltd purport to terminate the IAA and/or hand HSM’s responsibilities under the IAA to a third party, HSM and its majority shareholder are fully resolved to protect all of their rights under the IAA.

The Board of Hipgnosis (the “Board”) notes the announcement by Blackstone Europe LLP, acting as sub- advisor to the Blackstone Funds (together with its affiliates “Blackstone”) and confirms that it yesterday received an improved proposal to acquire the entire issued and to be issued share capital of Hipgnosis on the terms set out in the Blackstone announcement (the “Proposal”).

The Board, having reviewed the Proposal with its financial adviser, Singer Capital Markets, has indicated to Blackstone that the Proposal is at a value that it would be minded to recommend to its shareholders should Blackstone announce a firm intention to make an offer pursuant to Rule 2.7 of the Code on such financial terms.

Blackstone Europe LLP, acting as sub-advisor to the Blackstone Funds (together with its affiliates “Blackstone”) notes the recent speculation regarding Hipgnosis. Blackstone confirms that it has made a series of proposals regarding a possible offer for the entire issued and to be issued share capital of Hipgnosis (each, a “Proposal”). Blackstone furthermore notes Concord Chorus Limited’s firm offer on 18 April 2024 to acquire the entire issued and to be issued share capital of Hipgnosis (the “Concord Offer”).

Blackstone has today made an improved fourth proposal to acquire the entire issued and to be issued share capital of Hipgnosis at a price of $1.24 per share in cash (the “Fourth Proposal”). Should Blackstone announce a firm intention to make an offer for Hipgnosis pursuant to Rule 2.7 of the Code under the terms of the Fourth Proposal (a "Firm Offer"), it is intended that such a Firm Offer would be effected by means of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act 2006. However, Blackstone would reserve the right, pursuant to its rights under the Code to implement any such Firm Offer by way of a scheme of arrangement under Part 26 of the Companies Act 2006 should a Firm Offer be announced.

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