Results of Upbeat BidCo's simplified public tender offer for Believe shares Evolution of Board structure
June 24 2024 - 12:00PM
Results of Upbeat BidCo's simplified public tender offer for
Believe shares Evolution of Board structure
Results of Upbeat BidCo's simplified
public tender offer for Believe shares
Evolution of Board structure
Paris, June 24, 2024 – On June
24 2024, the Autorité des marchés financiers (the
“AMF”) published the results of the simplified
tender offer (the “Offer”) initiated by UpBeat
Bidco, a consortium formed by funds managed by TCV and EQT X,
together with Denis Ladegaillerie, the Chairman and CEO of Believe,
on all the outstanding shares of Believe, one of the world’s
leading digital music companies following the closing of the Offer
on June 21 2024.
Under the terms of the Offer which ran from June
3 to June 21, 2024, Upbeat Bidco acquired 19,619,422 Believe’s
shares.
Following the Offer, Upbeat Bidco holds
95,664,105 Believe shares1 representing 106,515,425 voting rights,
i.e. 94.99% of Believe's share capital and at least 94.29% of its
gross theoretical voting rights2 3.
The results’ notice published by the AMF is
available on the AMF website (www.amf-france.org).
Share Capital structure as of June 24, 2024:
|
Shareholder |
Number of shares |
% of share capital |
Number of voting rights |
% of voting rights |
|
Upbeat Bidco |
95,664,105 |
94.99% |
106,515,425 |
94.29% |
|
Free float |
5,044,680 |
5.01% |
6,455,309 |
5.71% |
|
Total |
100,708,785 |
100% |
112,970,734 |
100% |
Aligned with this new shareholding structure,
the Board of Directors has also evolved. Following Ventech's
departure as a director due to the sale of the entire stake in
Believe, the Board co-opted a new director representing EQT X,
Andrew Fisher. Andrew Fisher's ratification will be submitted to
the vote of the Annual General Meeting to be held next year, in
2025.
Andrew Fisher will be appointed to both the
Audit Committee and the CSR Committee. Andrew Fisher has built
several global digital businesses and supported the digital
transformation of both private and public companies as Chairperson,
CEO, Non-Executive Director and Founder.
He has extensive experience in the music
industry. Over the past 25 years and notably during his tenure at
Shazam, he has focused on value creation from technology innovation
having delivered new monetization opportunities and deeper fan
engagement for many leading artists and composers.
The Board of Directors also appointed two
observers, Michael Kalfayan (General Partner at TCV) and Nicolas
Brugère (Partner at EQT, Head of France & Benelux).
About BelieveBelieve is one of
the world’s leading digital music companies. Believe’s mission is
to develop independent artists and labels in the digital world by
providing them the solutions they need to grow their audience at
each stage of their career and development. Believe’s passionate
team of digital music experts around the world leverages the
Group’s global technology platform to advise artists and labels,
distribute and promote their music. Its 1,919 employees in more
than 50 countries aim to support independent artists and labels
with a unique digital expertise, respect, fairness and
transparency. Believe offers its various solutions through a
portfolio of brands including Believe, TuneCore, Nuclear Blast,
Naïve, Groove Attack, AllPoints, Ishtar and Byond. Believe is
listed on compartment B of the regulated market of Euronext Paris
(Ticker: BLV, ISIN: FR0014003FE9). www.believe.com
|
Investor Relations
contact:emilie.megel@believe.com Emilie MEGEL| +33 6 07 09
98 60 |
Press contacts:believe@brunswickgroup.com Hugues
Boëton |+33 6 79 99 27 15 Benoit Grange |+33 6 14 45 09
26 |
1 Including 10,851,320 shares received as part
of the contribution in kind made by Denis Ladegaillerie pursuant to
the agreement dated April 25, 2024.
2 On the basis of a total number of Believe’s
outstanding shares as of June 20, 2024 amounting to 100,708,785 and
a total number of gross theoretical voting rights representing at
most 112,970,734 in accordance with article 223-11 of the AMF's
general regulations.
3 Following the effective completion of the
contribution by Mr. Denis Ladegaillerie of his 10,851,320 Believe
shares on June 24, 2024, and taking into account the loss of
10,851,320 voting rights, Upbeat Bidco will hold 95,664,105 Believe
shares representing 95,664,105 voting rights, i.e. 94.99% of the
share capital and 93.68% of the voting rights of Believe on the
basis of a share capital of 100,708,785 shares representing
102,119,414 voting rights, pursuant to paragraph 2 of article
223-11 of the AMF's general regulations.
- Press Release - Simplified Offer Results and Governance
Evolution - 24.06.2024
Believe (EU:BLV)
Historical Stock Chart
From May 2024 to Jun 2024
Believe (EU:BLV)
Historical Stock Chart
From Jun 2023 to Jun 2024
