TIDMSONG
RNS Number : 2670C
Hipgnosis Songs Fund Limited
07 February 2020
Hipgnosis Songs Fund Limited ("Hipgnosis" or the "Company")
Net Asset Values, C Share Conversion Ratio and Total Voting
Rights
Further to the announcement on 13 January 2020, the Board of
Hipgnosis Songs Fund Limited and its Investment Adviser, The Family
(Music) Limited, are pleased to announce the ratio of the C Share
conversion and updates to the unaudited NAVs of the Ordinary Shares
and C Shares as at 10 January 2020.
Net Asset Values
The Operative NAV per Ordinary Share has decreased to 102.16p as
a result of a strengthening of GBP / USD FX exchange rates by 7.5%
since 30 September 2019 (from 1:1.220 to 1:1.311). On a constant
currency basis, the Fair Value(1) of the Catalogues, as determined
by an independent valuer, acquired since 30 September 2019
attributable to the Ordinary Shares have increased by 3% since
acquisition. As no material royalty statements have been received
since the publication of the interim results on 10 December 2019,
the independent valuer has determined it appropriate not to
re-value the Catalogues owned as at 30 September 2019. A full
bridge of the movement is set out below.
Ordinary Share Operative NAV Bridge from 30 September 2019:
Opening Operative NAV per Ordinary
Share 108.46p
Increase in Fair Value of Catalogues(1) 0.12p
--------
Net income(2) 1.24p
--------
Dividends paid -1.25p
--------
FX impact -6.40p
--------
Closing Operative NAV per Ordinary
Share 102.16p
--------
The Operative NAV per C Share increased by 2.1% since its
admission on 22 October 2019 to 100.08p. On a constant currency
basis, the Fair Value(1) of the Catalogues attributable to the C
Shares, as determined by an independent valuer, have increased by
2.5% since acquisition. A full bridge of the movement is set out
below.
C Share Operative NAV Bridge from 22 October 2019:
Opening Operative NAV per C
Share 98.00p
Increase in Fair Value of Catalogues(1) 2.13p
--------
Net income(3) 1.34p
--------
Dividends paid 0.00p
--------
FX impact -1.39p
--------
Closing Operative NAV per C
Share 100.08p
--------
The operative NAVs have been determined in accordance with the
Company's valuation policy described in the Prospectus, including
the appointment of an independent third party valuer. The
valuations are based on a discounted cash flow valuation to which a
discount rate of 9% was applied.
Conversion ratio
The Conversion Ratio, as calculated in accordance with the terms
set out in the articles of incorporation and as summarised in the
Prospectus, is 0.9796 Ordinary Shares for each C Share which is
held on the record date of 7 February 2020, which will be the last
day for trading in the C Shares on the London Stock Exchange. The
calculation of the Conversion Ratio is based on the net assets
attributable to the Ordinary Shares and C Shares as at close of
business on 10 January 2020, as described above. Entitlements will
be rounded down to the nearest whole Ordinary Share.
On the basis of the Conversion Ratio, a holder of 1,000 C Shares
will receive 979 new Ordinary Shares upon Conversion.
Applications have been made for 226,287,600 new Ordinary Shares
to be admitted to the Premium segment of the London Stock
Exchange's Main Market for listed securities ("Admission").
Admission is expected to occur at 8.00 a.m. on 10 February
2020.
The Ordinary Shares arising on Conversion will rank pari passu
with, and will have the same rights as, the Ordinary Shares of the
Company already in issue, including the right to receive dividends
declared subsequent to Admission.
Total Voting Rights
Following the issuance of the new Ordinary Shares, the Company's
total issued share capital will consist of 615,851,887 Ordinary
Shares with one voting right per share. The Company does not hold
any Ordinary Shares in Treasury. The above figure of 615,851,887
may be used by shareholders as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules.
Unless otherwise defined, capitalised terms in this announcement
shall have the meaning given to them in the prospectus dated 27
September 2019.
(1) Including any right to income on acquisition of
Catalogue
(2) Including exceptional costs of 0.17p per Ordinary Share
relating to non-recurring legal and professional fees
(3) Including exceptional costs of 0.15p per C Share relating to
non-recurring legal and professional fees
Note: This announcement contains inside information for the
purposes of Article 7 of Regulation 596/2014 (MAR).
For further information, please contact:
The Family (Music) Limited Tel: +44 (0)1481 742742
Merck Mercuriadis
N+1 Singer - Joint Corporate Broker Tel: +44 (0)20 7496
James Maxwell / James Moat (Corporate 3000
Finance)
Alan Geeves / James Waterlow / Sam Greatrex
(Sales)
J.P. Morgan Cazenove - Joint Corporate Tel: +44 (0)20 7742
Broker 4000
William Simmonds / Ed Murray / Jérémie
Birnbaum (Corporate Finance)
James Bouverat (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 over GBP625
million (gross equity capital) through its Initial Public Offering
on 11 July 2018, and subsequent issues in April 2019, August 2019
and October 2019. In September 2019, Hipgnosis transferred its
entire issued share capital to the Premium listing segment of the
Official List of the FCA and to the London Stock Exchange's Premium
segment of the Main Market.
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.
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
CONEAEAKEALEEAA
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