TIDMSONG
RNS Number : 4352M
Hipgnosis Songs Fund Limited
21 January 2021
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION
WHERE, OR TO ANY PERSON TO WHOM, TO DO SO WOULD CONSTITUTE A
VIOLATION OF APPLICABLE LAW.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE
CONSTRUED AS, AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF ANY
OFFER TO PURCHASE, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY
SECURITIES OF THE COMPANY, IN ANY JURISDICTION, INCLUDING THE
UNITED STATES, 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 RECOMMATION
REGARDING ANY SECURITIES. ANY INVESTMENT DECISION MUST BE MADE
EXCLUSIVELY ON THE BASIS OF THE PROSPECTUS TO BE PUBLISHED BY THE
COMPANY IN CONNECTION WITH THE ISSUE.
This announcement contains Inside Information as defined under
the Market Abuse Regulation (EU) No. 596/2014.
21 January 2021
HIPGNOSIS SONGS FUND LIMITED
(the "Company" or "Hipgnosis")
INITIAL PLACING, OFFER FOR SUBSCRIPTION AND INTERMEDIARIES OFFER
OF NEW ORDINARY SHARES AND PLACING PROGRAMMES,
PUBLICATION OF CIRCULAR AND NOTICE OF EXTRAORDINARY GENERAL
MEETING
AND
INTERIM DIVID ANNOUNCEMENT
The Board of Hipgnosis Songs Fund Limited, the first UK listed
investment company offering investors a pure-play exposure to songs
and associated musical intellectual property rights, and its
Investment Adviser, The Family (Music) Limited, are pleased to
announce an Initial Placing, Offer for Subscription and
Intermediaries Offer of new Ordinary Shares of the Company (the
"New Ordinary Shares") at a price of 121 pence per Ordinary Share
(the "Initial Issue Price") (the "Initial Issue") and new Placing
Programmes of new Ordinary Shares and/or C Shares (the "Placing
Programmes").
The Company expects to use the net proceeds of the Initial Issue
to acquire an attractive pipeline of Catalogues that The Family
(Music) Limited (the "Investment Adviser") has identified in line
with the Company's investment policy (the "Pipeline Catalogues").
The Pipeline Catalogues contain some of the most influential and
successful songs of all time, and offer substantial revenue growth
opportunities through Song management.
Initial Issue Highlights
-- The Initial Issue Price represents a:
o 1.2% discount to the closing Ordinary Share price of 122.5
pence on 20 January 2021
o 2.3% premium to the Adjusted Operative NAV of 118.31 pence per
Ordinary Share, being the last reported Operative NAV per Ordinary
Share of 125.35p as at 30 September 2020 adjusted for:
-- a decrease in the Net Asset Value at 30 September 2020 of
6.78 pence per Ordinary Share to reflect the strengthening of the
GBP to USD exchange rate from 1.2848 on 30 September 2020 to 1.3652
on 20 January 2021,
-- unaudited accrued earnings of 2.08 pence per Ordinary Share
for the period from 1 October 2020 to 20 January 2021,
-- 1.04 pence per Ordinary Share in respect of the interim
dividend of 1.3125 pence per Ordinary Share for the period from 1
July 2020 to 30 September 2020, which was declared "ex" and paid in
November 2020 in respect of the Ordinary Shares in issue at that
time, and
-- 1.3125 pence per Ordinary Share in respect of the interim
dividend for the period from 1 October 2020 to 31 December 2020,
which is declared in this announcement.
-- The Investment Adviser believes the Initial Issue will enable
the Company to create further value for Shareholders by acquiring
attractive Catalogues, which the Investment Adviser believes offer
revenue growth opportunities through its Song Management, as well
as increasing the diversity of the portfolio
-- The Initial Issue, which is not underwritten, is conditional,
amongst other things, upon the approval of a prospectus in
connection with the Initial Issue by the FCA (expected later
today), Admission (as defined below) occurring no later than 8.00
a.m. on 10 February 2021 (or such later time and/or date as the
Company and the Joint Bookrunners may agree) and the Placing
Agreement not being terminated and becoming unconditional in
accordance with its terms. If these conditions are not met, the
Initial Issue will not proceed and an announcement to that effect
will be made via a Regulatory Information Service ("RIS")
-- The Company expects to deploy the net proceeds of the Initial
Issue within three months of Admission
-- The Placing Programmes will remain open until 20 January 2022
-- Any class of C Shares to be issued pursuant to a Subsequent
Placing under the Placing Programmes will carry the right to vote
in accordance with the Company's Articles, and will be entitled to
participate in any dividends in relation to the assets attributable
to the Subsequent Placing
-- Nplus1 Singer Capital Markets Limited (together with Nplus1
Singer Advisory LLP ("N+1 Singer"), J.P. Morgan Securities plc
(which conducts its UK investment banking activities as J.P. Morgan
Cazenove) ("JPMC") and RBC Europe Limited (trading as RBC Capital
Markets) ("RBC") are acting as Joint Bookrunners in connection with
the Initial Issue (the "Joint Bookrunners"). Nplus 1 Singer
Advisory LLP is acting as sponsor in relation to the Initial Issue
and the Placing Programmes
-- Applications will be made for the New Ordinary Shares to be
admitted to listing on the Premium listing segment of the Official
List of the FCA and to trading on the London Stock Exchange's main
market for listed securities ("Admission")
-- Prospective investors in the Initial Placing will be able to
elect to settle payment for the New Ordinary Shares in Sterling or
US Dollars(1) . The relevant Sterling/US Dollar exchange rate used
to convert the Initial Issue Price will be fixed at the time the
Initial Placing closes, and will be announced through an RIS
Interim Dividend
The Company also declares an interim dividend of 1.3125 pence
per share on the existing Ordinary Shares in respect of the period
from 1 October 2020 to 31 December 2020 (the "Interim
Dividend").
The Interim Dividend will be payable to Shareholders on the
register as at 29 January 2021 with an associated ex-dividend date
of 28 January 2021 and a payment date of 18 February 2021.
Any investors participating in the Initial Issue will not be
eligible to receive the Interim Dividend payment in respect of any
New Ordinary Shares issued to them as part of the Initial
Issue.
Prospectus and Circular
Further details of the Initial Issue, Placing Programmes and
Admission will be set out in the Prospectus, which, once approved
by the FCA, and together with a Circular, is expected to be
available shortly, on the Company's website at
www.hipgnosissongs.com. The Company will release a further
announcement upon the publication of the Prospectus.
Copies of the Prospectus and the Circular will be submitted to
the National Storage Mechanism and will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Circular convening the Extraordinary General Meeting at
which the Directors are seeking authority to disapply pre-emption
rights to enable the Company to issue its full authority of Shares,
if necessary, pursuant to the Initial Issue and Placing Programmes,
will be posted to Shareholders today.
Indicative timetable
Publication of the Prospectus and Circular, Initial Placing, 21 January 2021
Offer for Subscription and Intermediaries
Offer open
Latest time and date for applications under the Offer for 11.00 a.m. on 4 February 2021
Subscription/Intermediaries Offer
and the payment in full under the Offer for
Subscription/Intermediaries Offer and settlement
of relevant CREST instructions (as appropriate)(2)
Extraordinary General Meeting 10.00 a.m. on 5 February 2021
Latest time and date for receipt of placing commitments under 12.00 p.m. on 5 February 2021
the Initial Placing(2)
Publication of results of the Initial Issue 5 February 2021
Initial Admission and commencement of dealings in the New 8.00 a.m. on 10 February 2021
Ordinary Shares issued pursuant
to the Initial Issue
CREST accounts credited 10 February 2021
Where applicable, definitive share certificates despatched by Approximately two weeks following Initial Admission
post
Notes
(1) Prospective investors in the Initial Placing that elect to
settle payment for the New
Ordinary Shares in US Dollars will receive New Ordinary Shares
traded in Sterling with the
dealing codes SONG (ticker) and BFYT9H7 (SEDOL).
(2) The Board may, subject to prior approval from the Joint
Bookrunners, bring forward or
postpone the closing time and date for the Initial Issue. In
the event that such date is changed,
the Company will notify investors who have applied for New
Ordinary Shares of changes by post,
email, or by publication via a RIS.
References to times are to London times.
Dealing codes
ISIN for the Ordinary Shares GG00BFYT9H72
SEDOL for the Ordinary Shares traded BFYT9H7
in Sterling
SEDOL for the Ordinary Shares traded BLH8YF6
in US Dollars
Ticker code for the Ordinary Shares SONG
traded in Sterling
Ticker code for the Ordinary Shares SOND
traded in US Dollars
Company's Legal Entity Identifier (LEI) 213800XJIPNDVKXMOC11
Any capitalised terms used but not otherwise defined in this
announcement have the meaning set out in the Prospectus to be
published by the Company in connection with the Initial Issue and
Placing Programmes.
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 / Amanda Gray 3000
(Corporate Finance)
Alan Geeves / James Waterlow / Sam Greatrex
(Sales)
J.P. Morgan Cazenove - Joint Corporate Tel: +44 (0)20 7742
Broker 4000
William Simmonds / Jérémie Birnbaum
(Corporate Finance)
James Bouverat (Sales)
RBC Capital Markets - Joint Corporate Tel: +44 (0)20 7635
Broker 4000
Will Smith / Elliot Thomas / Lauren Davies
(Corporate Finance)
Lisa Tugwell (Sales)
PrimaryBid Ltd - Intermediaries Advisor Tel: +44 (0) 203 026
James Deal / Fahim Chowdhury 4750
Ocorian - Company Secretary & Administrator Tel: +44 (0) 1481 742742
Julian Carey
The Outside Organisation Tel: +44 (0)7711 081
Alan Edwards / Nick Caley 843
FTI Consulting Tel: +44 (0)7771 978220;
Neil Doyle/ Paul Harris/ Laura Ewart +44 (0)7809 411882;
+44 (0)7761 332646
All US music publicity enquiries
Fran Defeo +1 917 767 5255
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 GBP1.05
billion (gross equity capital) through its Initial Public Offering
on 11 July 2018, and subsequent issues in April 2019, August 2019,
October 2019, July 2020 and September 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, and in
March 2020 became a constituent of the FTSE 250 Index.
About The Family (Music) Limited
The Company's Investment Adviser is The Family (Music) Limited,
which was founded by Merck Mercuriadis, manager or 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
A. Stewart, Bill Leibowitz, Ian Montone, Rodney Jerkins, Bjorn
Lindvall and Chris Helm.
IMPORTANT NOTE
All offers of shares will be made pursuant to the Prospectus (as
may be supplemented by a supplementary prospectus from time to
time). 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 to sell or issue, or the solicitation of any offer to
purchase, subscribe for or otherwise acquire, any securities 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 (as may be supplemented by a supplementary
prospectus from time to time).
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 has not been and 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, 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 in 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 any applicable securities
laws of any state or other jurisdiction of the United States. 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 has been and
will be no public 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 ("FCA"), and is acting exclusively
for the Company and no-one else in connection with the Initial
Issue and each Subsequent Placing. They will not regard any other
person as their respective clients in relation to the Initial Issue
and each Subsequent Placing and will not be responsible to anyone
other than the Company for providing the regulatory protections
afforded to their respective clients, nor for providing advice in
relation to the Initial Issue and each Subsequent Placing, the
contents of this announcement or any transaction, arrangement or
other matter referred to herein.
JPMC, which is authorised by the Prudential Regulation Authority
("PRA") and regulated by the FCA and the PRA in the United Kingdom,
is acting only for the Company in connection with the Initial Issue
and each Subsequent Placing and is not acting for or advising any
other person, or treating any other person as its client, in
relation thereto and will not be responsible for providing the
regulatory protections afforded to clients of JPMC or advice to any
other person in relation to the matters contained herein. Neither
JPMC nor any of its directors, officers, employees, advisers or
agents accepts any responsibility or liability whatsoever for this
announcement, its contents or otherwise in connection with it or
any other information relating to the Company, whether written,
oral or in a visual or electronic format.
RBC, which is authorised by the PRA and regulated by the FCA and
the PRA in the United Kingdom, is acting only for the Company in
connection with the Initial Issue and each Subsequent Placing and
is not acting for or advising any other person, or treating any
other person as its client, in relation thereto and will not be
responsible for providing the regulatory protections afforded to
clients of RBC or advice to any other person in relation to the
matters contained herein. Neither RBC nor any of its directors,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for this announcement, its contents or
otherwise in connection with it or any other information relating
to the Company, whether written, oral or in a visual or electronic
format.
None of the Company, the Investment Adviser, N+1 Singer, RBC or
JPMC 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, N+1 Singer, RBC and JPMC 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 contained herein speak only as of the date of
this announcement.
The Company has a limited operating 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.
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; and/or (d) (where applicable to UK investors or UK firms)
the relevant provisions of the UK statutory instruments
implementing Directive 2014/65/EU and Commission Delegated
Directive (EU) 2017/593, and the Regulation (EU) No 600/2014 of the
European Parliament, which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended (together, the "UK
MiFID Laws") (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 Initial Issue
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 or
the UK MiFID Laws (as applicable); and (ii) eligible for
distribution through all distribution channels as are permitted by
Directive 2014/65/EU or the UK MiFID Laws, as applicable (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. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Initial Issue and the Placing Programmes. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
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 the UK MiFID Laws, as
applicable; 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.
PRIIP s Regulation
In accordance with the UK version of the EU PRIIPs Regulation
(1286/2014) which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended (the "UK PRIIPs Laws"), a key
information document in respect of an investment in the Ordinary
Shares has been prepared by the Company and is available to
investors at www.hipgnosissongs.com . If a new class of C Shares is
issued under the Placing Programmes, the Company will make
available a key information document in relation to such class of C
Shares as required under the UK PRIIPs Laws.
If you are distributing any class of shares in the Company, it
is your responsibility to ensure that the relevant key information
document is provided to any clients that are "retail clients".
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END
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