NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATION OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). IT DOES NOT REPRESENT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER MIGHT BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

20 November 2023

musicMagpie plc ("musicMagpie" or the "Company")

Response to speculation regarding a possible offer

The Board of musicMagpie notes the recent speculation and confirms it is in early-stage discussions with both BT Group plc and Aurelius Group (together "the Parties") as to a possible offer to acquire the entire issued and to be issued share capital of musicMagpie.

Discussions between the parties are ongoing and remain at a very early stage.  Accordingly, there can be no certainty that any offer for the Company will be made from either of the Parties, nor as to the terms of any such offer. Accordingly, shareholders are advised to take no action at this time.  A further announcement will be made as appropriate.

In accordance with Rule 2.6(a) of the Code, by no later than 5.00 pm on 18 December 2023, the Parties must either announce a firm intention to make an offer for musicMagpie in accordance with Rule 2.7 of the Code or announce that they each do not intend to make an offer for musicMagpie, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.  This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

As a consequence of this announcement, an offer period has now commenced in respect of the Company in accordance with the Code and the attention of musicMagpie shareholders are drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.

This announcement has been made without the consent of BT Group plc and Aurelius Group.

Enquiries

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (either individually or collectively "Shore Capital"), which are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for the Company and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital or for providing advice in relation to the contents of, or matters referred to in, this announcement. Neither Shore Capital & 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 or otherwise.

Deloitte LLP is acting as Financial Adviser to the Company in connection with the matters described in this announcement.  Neither Deloitte LLP nor any of its subsidiaries, affiliates, nor any member firm of the Deloitte Touche Tohmatsu Limited worldwide network (including but not limited to Deloitte Touche Tohmatsu Limited) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, tort, under statute or otherwise) to any person who is not a client of Deloitte LLP in connection with this announcement, any statement contained herein, or otherwise.

Additional information

This announcement is not intended to, and does not, constitute or form 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 this announcement or otherwise.  Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.  The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of musicMagpie who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions.  Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of musicMagpie who are not resident in the United Kingdom will need to inform themselves about, and observe any, applicable requirements.

The Company's ordinary shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States.  Accordingly, the Ordinary Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act of 1933 or an exemption therefrom.  There will be no public offer of the Company's ordinary shares in the United States.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 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 pm (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.

Market Abuse Regulations

The information contained within this announcement is considered to constitute inside information as stipulated under Article 7 of the Market Abuse Regulations (EU) No.596/2014 as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").  Upon the publication of this announcement via a regulatory information service, this inside information will be considered to be in the public domain.  For the purposes of UK MAR, the person responsible for arranging for the release of this information on behalf of musicMagpie is Matt Fowler.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, musicMagpie confirms that, as at the date of this announcement, its issued and fully paid share capital consists of 107,808,287 ordinary shares with a nominal value of 1 pence each.  The International Securities Identification Number (ISIN) for the ordinary shares is GB00BKY4XG48.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of musicMagpie at http://www.musicmagpieplc.com/investors promptly and by no later than 12 noon (London time) on the business day following this announcement.  The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.