TIDMSONG
RNS Number : 7369L
Hipgnosis Songs Fund Limited
10 September 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.
This announcement contains Inside Information as defined under
the Market Abuse Regulation (EU) No. 596/2014.
10 September 2019
Hipgnosis Songs Fund Limited ("Hipgnosis" or the "Company")
Proposed C Share Issue
The Board of Hipgnosis Songs Fund Limited and its Investment
Adviser, The Family (Music) Limited, announce that the Company is
considering increasing its capital base through an issue of C
shares at a price of 100 pence per C share, targeting gross
proceeds of GBP300 million (the "Issue"). It is anticipated that
the structure of any fundraising will include an issue of C shares,
an offer for subscription and intermediaries offer, and another 12
month share issuance programme.
Any issue of C shares will be used to take advantage of an
attractive pipeline of opportunities that The Family (Music)
Limited continues to identify in line with the Company's investment
policy. The relevant investments (or part thereof, as appropriate)
and income accrued thereon will be allocated to the pool of assets
and NAV attributed to the C shares and will be accounted for in
this separate pool of C share assets until the C shares convert
into new ordinary shares.
Any issue of C shares will be subject to the approval of a
prospectus in connection with the Issue by the FCA (the
"Prospectus"). It is currently expected that, should the Company
proceed with the Issue, the Prospectus in connection with the Issue
will be published before the end of September 2019 and trading in
the C shares will commence before the end of October 2019.
Move to the Premium Segment of the Main Market
The Company also confirms its intention to apply to the FCA for
the Company's ordinary shares (and any C shares to be issued in
connection with the Issue) to be admitted to the premium segment of
the Official List of the UK Listing Authority and to the London
Stock Exchange for the ordinary shares (and any C shares to be
issued in connection with the Issue) to be admitted to the premium
segment of the Main Market in the near future (the "Migration").
The Migration is expected to broaden the Company's share register
and facilitate the Company's eligibility for inclusion in the FTSE
UK Index Series.
The Company will make further announcements in respect of the
Issue and Migration in due course.
For further information, please contact:
The Family (Music) Limited Tel: +44 (0)1481 742742
Merck Mercuriadis
N+1 Singer Tel: +44 (0)20 7496
James Maxwell / James Moat (Corporate 3000
Finance)
Alan Geeves / James Waterlow / Sam Greatrex
(Sales)
J.P. Morgan Cazenove Tel: +44 (0)20 7742
William Simmonds / Ed Murray / Jérémie 4000
Birnbaum (Corporate Finance)
James Bouverat / Eddie Nissen (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. The Company has raised a total of approximately
GBP395 million (gross equity capital) through its Initial Public
Offering on the Specialist Fund Segment of the London Stock
Exchange's main market on 11 July 2018, and subsequent placings in
April 2019 and August 2019.
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.
IMPORTANT NOTE
The shares that will be the subject of the Issue or a subsequent
issue under the share issuance programme (each a "Subsequent
Issue") 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.
All offers of shares will be made pursuant to the Prospectus. 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. Any purchase of shares should be made
solely on the basis of the information contained in the
Prospectus.
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 Company's 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
Company's 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
Company's 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
Company's 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 Issue and each
Subsequent Issue. They will not regard any other person as their
respective clients in relation to the Issue and each Subsequent
Issue 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 Issue and each
Subsequent Issue, 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. Past performance cannot be relied
upon as a guide to, or guarantee of, future performance.
Prospective investors are advised to seek expert legal, financial,
tax and other professional advice before making any investment
decision. The value of investments may fluctuate.
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
IOECKCDBDBKBDCK
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September 10, 2019 02:02 ET (06:02 GMT)
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