TIDMSONG
RNS Number : 3254K
Hipgnosis Songs Fund Limited
27 August 2019
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA
(OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION IN WHICH
THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD
BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "IMPORTANT NOTE"
TOWARDS THE OF THIS ANNOUNCEMENT.
27 August 2019
Hipgnosis Songs Fund Limited ("Hipgnosis" or the "Company")
Result of Placing
Further to its announcement earlier today, Hipgnosis and its
Investment Adviser, The Family (Music) Limited, are pleased to
announce that the Company has successfully raised approximately
GBP51.1 million at a price of 105.5 pence per share, principally
from existing shareholders, and accordingly the Placing has now
closed.
The new Ordinary Shares to be issued under the Placing will
represent 12.4% of the Company's enlarged issued Ordinary Share
capital.
Application has been made in respect of 48,429,541 Ordinary
Shares to be admitted to trading on the Specialist Fund Segment of
the Main Market of the London Stock Exchange plc ("Admission"). It
is expected that Admission will become effective and that dealings
in the new Ordinary Shares will commence at 8.00 a.m. (London time)
on 29 August 2019.
Total Voting Rights
Following Admission, the Company will have 389,356,341 Ordinary
Shares in issue. The Company does not hold any Ordinary Shares in
Treasury. Therefore, the total number of voting rights of the
Company will be 389,356,341 and this figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest, or a
change to their interest in, the Company under the FCA's Disclosure
Guidance and Transparency Rules.
Merck Mercuriadis, Founder of The Family (Music) Limited and
Hipgnosis Songs Fund Limited, said:
"We are delighted to continue giving our shareholders exposure
to music royalties via new acquisitions of some of the most iconic
songs of all time. I'm very grateful for the constant enthusiasm
and support that the finest institutional investors in the world
have given us to establish songs as an asset class. This is not
only great for the investors but the songwriting and artistic
community as well."
Expected timetable
Trade date 27 August 2019
Admission 08.00 a.m. on 29 August
2019
Crediting of CREST stock accounts 29 August 2019
in respect of the new Ordinary Shares
Unless otherwise defined, capitalised terms in this announcement
shall have the meaning given to them in the announcement made on 27
August 2019 at 07:00.
For further information, please contact: Tel: +44 (0)1481 742742
The Family (Music) Limited
Merck Mercuriadis
N+1 Singer Tel: +44 (0)20 7496
James Maxwell / James Moat (Corporate 3000
Finance)
Alan Geeves / James Waterlow / Sam Greatrex
(Sales)
The Outside Organisation Tel: +44 (0)7711 081
Alan Edwards / Nick Caley 843
NOTES TO EDITORS
About Hipgnosis Songs Fund Limited
(www.hipgnosissongs.com)
Hipgnosis, which was founded by Merck Mercuriadis, is a Guernsey
registered investment company established to offer investors a
pure-play exposure to songs and associated musical intellectual
property rights. In its Initial Public Offering on the Specialist
Fund Segment of the London Stock Exchange's main market on 11 July
2018, the Company raised approximately GBP200m gross equity
capital. In its Subsequent Placing under its Placing Programme on
12 April 2019, the Company raised approximately GBP140m of further
equity capital.
About The Family (Music) Limited
The Company's Investment Adviser is The Family (Music) Limited,
which was founded by Merck Mercuriadis, former manager of globally
successful recording artists, such as Elton John, Guns N' Roses,
Morrissey, Iron Maiden and Beyoncé, and hit songwriters such as
Diane Warren, Justin Tranter and The-Dream, and former CEO of The
Sanctuary Group plc. The Investment Adviser has assembled an
Advisory Board of highly successful music industry experts which
include award winning members of the artist, songwriter,
publishing, legal, financial, recorded music and music management
communities, all with in-depth knowledge of music publishing.
Members of The Family (Music) Limited Advisory Board include Nile
Rodgers, The-Dream, Giorgio Tuinfort, Starrah, Nick Jarjour, David
Stewart, Bill Leibowitz, Ian Montone, and Jason Flom.
Disclaimers
Members of the public are not eligible to take part in the
Placing. This announcement and the terms and conditions referred to
herein are directed in the United Kingdom only at persons selected
by the N+1 Singer who are "investment professionals" falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "FPO") or "high net worth
companies, unincorporated associations etc" falling within Article
49(2) of the FPO, or persons to whom it may otherwise be lawfully
communicated (all such persons together being referred to as
"Relevant Persons"). This announcement and the terms and conditions
referred to herein must not be acted on or relied on in the United
Kingdom by persons who are not Relevant Persons. Any investment or
investment activity to which this announcement relates is available
only to, and will be engaged in only with, persons in the United
Kingdom who are Relevant Persons.
The new Ordinary Shares that are the subject of the Placing are
not being offered or sold to any person in the European Union,
other than to "qualified investors" as defined in Article 2.1 of
Directive 2003/71/EC, which includes legal entitles which are
regulated by the Financial Conduct Authority or entities which are
not so regulated whose corporate purpose is solely to invest in
securities.
In the United Kingdom, this announcement is being directed
solely at persons in circumstances in which section 21(1) of the
Financial Services and Markets Act 2000 (as amended) does not
apply. This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with,
any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a
recommendation regarding any securities.
The information in this announcement is for information purposes
only and does not purport to be full or complete. No reliance may
be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. The material set
forth herein is not intended, and should not be construed, as an
offer of securities for sale or subscription in the United States
or any other jurisdiction.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States (including its
territories and possessions, any state of the United States and the
District of Columbia), Australia, Canada, South Africa or Japan.
The distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The Company will not be registered under the US Investment
Company Act of 1940, as amended. In addition, the Shares referred
to herein have not been and will not be registered under the US
Securities Act of 1933 (the "Securities Act") or under the
securities laws of any state of the United States and may not be
offered or sold in the United States or to or for the account or
benefit of US persons absent registration or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable State securities laws. The offer and sale of
Shares referred to herein has not been and will not be registered
under the Securities Act or under the applicable securities laws of
any state, province or territory of Australia, Canada, South Africa
or Japan. Subject to certain exceptions, the Shares referred to
herein may not be offered or sold in Australia, Canada, South
Africa or Japan or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, South Africa or
Japan. There will be no offer of the Shares in the United States,
Australia, Canada, South Africa or Japan.
N+1 Singer is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, and is acting exclusively for the
Company and no-one else in connection with the Placing Programme
and Admission. They will not regard any other person as their
respective clients in relation to the Placing Programme and
Admission and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients, nor for providing advice in relation to the Placing
Programme and Admission, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
None of the Company, the Investment Adviser or N+1 Singer or any
of their respective affiliates accepts any responsibility or
liability whatsoever for/or makes any representation or warranty,
express or implied, as to this announcement, including the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Company whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. The Company, the Investment Adviser and N+1 Singer and
their respective affiliates accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they
might otherwise have in respect of this announcement or its
contents or otherwise arising in connection therewith.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements involve known and unknown risks and uncertainties, many
of which are beyond the Company's control and all of which are
based on the Company's board of directors' current beliefs and
expectations about future events. These forward-looking statements
may be identified by the use of forward- looking terminology,
including the terms "believes", "estimates", "plans", "projects",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements reflect the
Company's current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's business,
the results of operations, financial condition prospects, growth
and dividend policy of the Company and the industry in which it
operates. Forward-looking statements speak only as of the date they
are made and cannot be relied upon as a guide to future
performance. These forward-looking statements and other statements
contained in this announcement regarding matters that are not
historical facts involve predictions. No assurance can be given
that such future results will be achieved; actual events or results
may differ materially as a result of risks and uncertainties facing
the Company. Such risks and uncertainties could cause actual
results to vary materially from the future results indicated,
expressed or implied in such forward-looking statements. Forward
looking statements speak only as of the date of this
announcement.
The Company has a limited trading history. Potential investors
should be aware that any investment in the Company is speculative,
involves a high degree of risk, and could result in the loss of all
or substantially all of their investment. Results can be positively
or negatively affected by market conditions beyond the control of
the Company or any other person.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROIPGUBURUPBGMM
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August 27, 2019 13:13 ET (17:13 GMT)
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