TIDMSONG
RNS Number : 5082Z
Hipgnosis Songs Fund Limited
21 September 2020
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
21 September 2020
HIPGNOSIS SONGS FUND LIMITED
PrimaryBid.com Offer
Hipgnosis Songs Fund Limited (the "Company"), the first and only
UK investment company offering investors a pure-play exposure to
songs and associated musical intellectual property rights, is
pleased to announce, a retail offer via PrimaryBid (the "PrimaryBid
Offer") of up to 3,642,583 new Ordinary Shares at a price of 116
pence per Ordinary Share (the "Issue Price").
As separately announced on 21 September 2020, the Company is
also conducting a non pre-emptive placing of Ordinary Shares (the
"Placing", together with the PrimaryBid Offer the "Issue") under
the Company's existing placing programme pursuant to the prospectus
published by the Company on 27 September 2019, as supplemented from
time to time (the "Prospectus").
The net proceeds of the Issue are expected to be used to fund
the acquisition of a significant pipeline of catalogues with a
blended acquisition multiple of approximately 18x historic annual
income.
Merck Mercuriadis, Founder of Hipgnosis Songs Fund Limited and
The Family (Music) Limited, said, "We have made a significant
impact on the songwriting community over the last 2 plus years and
the overwhelming love and support we have from these great creators
has led to further opportunities on evergreen songs and catalogues.
I would like to thank all the songwriters, artists and producers
that have made us first choice to look after your incomparable
legacies."
PrimaryBid Offer
The Company highly values its retail investor base and believes
that it is appropriate to provide retail and other interested
investors the opportunity to participate in the PrimaryBid Offer.
The Company is therefore making the PrimaryBid Offer available
exclusively through the PrimaryBid.com platform and the PrimaryBid
mobile app available on the Apple App Store and Google Play.
PrimaryBid does not charge investors any commission for this
service.
The PrimaryBid Offer, via the PrimaryBid.com platform, will be
open to retail investors from 7:00 a.m. on 21 September 2020 to
11:00 a.m. on 24 September 2020. The PrimaryBid Offer may close
early if it is oversubscribed.
There is a minimum subscription of GBP100 per investor under the
terms of the Offer, which is open to existing shareholders and
other investors subscribing via PrimaryBid.com. The Company
currently expects that preference will be given to the Company's
existing investors who provide self-certification of this.
The Company in consultation with PrimaryBid reserves the right
to scale back any order at its discretion. The Company and
PrimaryBid reserve the right to reject any application for
subscription under the Offer without giving any reason for such
rejection. Aggregate demand under the PrimaryBid Offer will be
limited to EUR4,633,890 (to be calculated using a GBP:EUR FX rate
of GBP1:EUR1.096676), as is legally required.
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the PrimaryBid Offer, and investors
commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, and any other information previously published by or
on behalf of the Company simultaneously with or prior to the date
of this Announcement.
No commission is charged to investors on applications to
participate in the PrimaryBid Offer made through PrimaryBid. It is
vital to note that once an application for Ordinary Shares has been
made and accepted via PrimaryBid, an application cannot be
withdrawn.
Timetable, Admission and Settlement
Date of this Announcement 21 September 2020
Launch of PrimaryBid Offer 21 September 2020
Latest time and date for receipt of 11:00 a.m. on 24 September
placing commitments under the Placing 2020
Publication of results of the of the 24 September 2020
Issue
Admission and commencement of dealings 8:00 a.m. on 25 September
in Shares issued pursuant to the Placing 2020
and the PrimaryBid Offer
Application will be made to the London Stock Exchange for any
new Ordinary Shares issued pursuant to the Placing and the
PrimaryBid Offer to be admitted to listing on the premium listing
category of the Official List of the FCA and to trading on the
London Stock Exchange's Premium segment of the Main Market
("Admission"). Admission is expected to occur on 8:00 a.m. on 25
September 2020.
The terms and conditions on which the PrimaryBid Offer is made,
including the procedure for application and payment for Ordinary
Shares, is available at www.PrimaryBid.com.
The Company's Board may decide not to proceed with the Issue for
any reason. In this case, an announcement will be made by the
Company.
Unless otherwise defined, capitalised terms in this announcement
shall have the meaning given to them in the Prospectus. Investors
should refer to the Prospectus, a copy of which is available on the
Company's website www.hipgnosissongs.com, subject to certain access
restrictions.
Hipgnosis Songs Fund Limited Tel: +44 (0)1481
Merck Mercuriadis 742742
PrimaryBid Limited Tel: + 44 (0) 203
James Deal / Fahim Chowdhury 026 4750
This Announcement should be read in its entirety. In particular,
the information provided in the "Important Notices" section of this
Announcement should be read and understood.
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 GBP860
million (gross equity capital) through its Initial Public Offering
on 11 July 2018, and subsequent issues in April 2019, August 2019,
October 2019 and July 2020. 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, Jason Flom, Chris Helm and
Bjorn Lindvall.
Important Notices
This Announcement has been issued by and is the sole
responsibility of the Company.
Persons distributing this Announcement must satisfy themselves
that is lawful to do so. This Announcement is for information
purposes only and shall not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe for or otherwise
acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an
independent financial adviser.
The distribution of this Announcement and the offering, placing
and/or issue of Ordinary Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or any
of its affiliates, agents, directors, officers or employees that
that would permit an offer of Ordinary Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company to inform themselves about and to observe any such
restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT
BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT
WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the securities referred to herein is being made
in any such jurisdiction.
This communication is not a public offer of securities for sale
in the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act 1933,
as amended (the "Securities Act") or under the securities laws of
any state or other jurisdiction of the United States, and may not
be offered or sold directly or indirectly in or into the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with the securities laws of any state or any
other jurisdiction of the United States. The securities referred to
herein may not be offered and sold within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
the macroeconomic and other impacts of COVID-19, economic and
business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations,
competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's
principal industries. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements in this Announcement may not occur.
The forward-looking statements contained in this Announcement speak
only as of the date of this Announcement. The Company and its
directors each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation, the Listing
Rules, the Market Abuse Regulation, the Disclosure Guidance and
Transparency Rules, the rules of the London Stock Exchange or the
FCA.
Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement. The Ordinary Shares to be
issued or sold pursuant to the PrimaryBid Offer will not be
admitted to trading on any stock exchange other than the London
Stock Exchange.
Information to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("Directive 2014/65/EU"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing Directive 2014/65/EU; and (c) local implementing
measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Ordinary Shares have
been subject to a product approval process, which has determined
that the Ordinary Shares to be issued pursuant to the PrimaryBid
Offer are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in Directive
2014/65/EU; and (ii) eligible for distribution through all
distribution channels as are permitted by Directive 2014/65/EU (the
"Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Ordinary Shares may decline and
investors could lose all or part of their investment; the Ordinary
Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Directive 2014/65/EU; or (b) a recommendation
to any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
PRIIPS Regulation
In accordance with the Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key
information documents for packaged retail and insurance-based
investment products (PRIIPs) and its implementing and delegated
acts (the "PRIIPs Regulation"), a key information document in
respect of the Ordinary Shares has been prepared by Hipgnosis Songs
Fund Limited and is available to investors at
www.hipgnosissongs.com/disclaimer.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this Announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for Ordinary Shares and
investment in the Company carries a number of risks. Investors
should consider the risk factors set out on PrimaryBid.com before
making a decision to subscribe for Ordinary Shares. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the Ordinary Shares if
they are in any doubt.
END
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