TIDMSONG
RNS Number : 3687E
Hipgnosis Songs Fund Limited
06 July 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 does not constitute, and may not be construed
as, an offer to sell or an invitation or recommendation to
purchase, sell or subscribe for any securities or investments of
any description, or a recommendation regarding the issue or the
provision of investment advice by any party.
6 July 2021
HIPGNOSIS SONGS FUND LIMITED
(the "Company" or "Hipgnosis")
Result of Placing
Further to its announcement on 16 June 2021, the Board of
Hipgnosis Songs Fund Limited, the first UK listed investment
company offering investors a pure-play exposure to songs and
associated intellectual property rights, and its Investment
Adviser, The Family (Music) Limited, are pleased to announce that
as a result of significant demand from existing and new investors
the Placing has been oversubscribed, exceeding the target amount of
GBP150 million.
Accordingly, taking into account the strength of the substantial
pipeline of Songs that The Family (Music) Limited (the "Investment
Adviser") has identified in line and in response to investor
demand, the Board has resolved to increase the gross proceeds of
the Placing to approximately GBP156 million.
Merck Mercuriadis, Founder of Hipgnosis Songs Fund Limited and
The Family (Music) Limited, said:
" I am once again delighted with the support from both our
existing and new shareholders with an oversubscribed raise of over
$215 million, GBP156 million. We will deploy this immediately into
our pipeline of songs and I am incredibly appreciative of the
incredible songwriters who have entrusted us with their iconic
works.
We will now have a portfolio of almost $2.5 billion of
extraordinarily successful and culturally important songs, which
offers a massive opportunity for us to add value with our Song
Management which manages these songs with bandwidth and
responsibility."
Result of Placing
The Placing has now closed and 128,636,363 New Ordinary Shares
have been placed by the Joint Bookrunners to new and existing
investors at a price of 121 pence per Ordinary Share, raising gross
proceeds of approximately GBP156 million pursuant to the
Placing.
Admission and Total Voting Rights
Applications have been made for a total of 128,636,363 New
Ordinary Shares to be admitted to the premium listing segment of
the Official List and to trading on the London Stock Exchange's
main market for listed securities ("Admission"). It is expected
that Admission will become effective and that dealings will
commence at 8.00 a.m. on 9 July 2021.
Following Admission, the Company will have 1,211,076,631
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 1,211,076,631 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.
Any capitalised terms used but not otherwise defined in this
announcement have the meaning set out in the Prospectus published
by the Company in connection with the Placing and Placing
Programme.
For further information, please contact:
The Family (Music) Limited Tel: +44 (0)1481
Merck Mercuriadis 742742
Singer Capital Markets - Joint Corporate Broker Tel: +44 (0)20
James Maxwell / James Moat / Amanda Gray / 7496 3000
Alaina Wong (Corporate Finance)
Alan Geeves / James Waterlow / Sam Greatrex
(Sales)
J.P. Morgan Cazenove - Joint Corporate Broker Tel: +44 (0)20
William Simmonds / Jérémie Birnbaum 7742 4000
(Corporate Finance)
James Bouverat (Sales)
RBC Capital Markets - Joint Corporate Broker Tel: +44 (0)20
Elliot Thomas / Max Avison (Corporate Finance) 7635 4000
Lisa Tugwell / Adam Robertson (Sales)
Ocorian - Company Secretary & Administrator Tel: +44 (0) 28
Lorna Zimny 9693 0222
The Outside Organisation Tel: +44 (0)7711
Alan Edwards / Nick Caley 081 843
FTI Consulting Tel: +44 (0)7771
Neil Doyle/ Paul Harris/ Laura Ewart 978220; +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 almost GBP1.3
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, September 2020, February 2021 and July
2021. 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. Since April 2021, the Company has been resident in the
UK for tax purposes and is recognised as an investment trust under
applicable HMRC regulations.
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, David A. Stewart,
Poo Bear, Bill Leibowitz, Ian Montone and Rodney Jerkins.
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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