TIDMSONG
RNS Number : 1532Q
Hipgnosis Songs Fund Limited
17 October 2019
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS OR IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY
OTHER JURISDICTION, OR TO ANY PERSON, WHERE 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.
17 October 2019
HIPGNOSIS SONGS FUND LIMITED
(the "Company" or "Hipgnosis")
LEI: 213800XJIPNDVKXMOC11
RESULT OF C SHARE ISSUE
Further to its announcement on 27 September 2019, Hipgnosis and
its Investment Adviser, The Family (Music) Limited, are pleased to
announce that the Company has raised total gross proceeds of GBP231
million by way of the Initial Placing, Offer for Subscription and
Intermediaries Offer of C Shares.
A total of 231,000,000 C Shares have been placed by Nplus1
Singer Advisory LLP ("N+1 Singer") and J.P. Morgan Securities plc
(which conducts its UK investment banking activities as J.P. Morgan
Cazenove) ("J.P. Morgan Cazenove") to new and existing investors at
a price of 100 pence per C Share.
Applications have been made for all of the C 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 22
October 2019.
Following Admission, the Company will have 389,356,341 Ordinary
Shares and 231,000,000 C Shares in issue. The C Shares carry the
right to receive notice of, attend and vote at general meetings of
the Company. The Company does not hold any Ordinary Shares in
treasury. Therefore, the total number of voting rights of the
Company will be 620,356,341 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.
Save for expressions defined in this announcement, words and
expressions defined in the Prospectus published on 27 September
2019 shall have the same meaning in this announcement. The
Prospectus is available on the Company's website which is located
at www.hipgnosissongs.com.
Merck Mercuriadis, Founder of The Family (Music) Limited and
Hipgnosis Songs Fund Limited, said:
"I am delighted by the strong response to this issue both from
our existing shareholders and new investors. Having raised GBP231
million today and over GBP625 million since our IPO a little over a
year ago, Hipgnosis has been one of the biggest fund launches on
the London market in recent times, with more capital raised over
the last six months than any other London listed fund. This is a
demonstration of the financial community recognising the true value
of music and proven songs. They are the currency that makes the
world go round. They are predictable and reliable and they are
better than gold or oil. We have lined up the finest available song
catalogues and will be deploying immediately."
For further information, please contact:
The Family (Music) Limited Tel: +44 (0)1481 742742
Merck Mercuriadis
N+1 Singer - Sponsor, Joint Bookrunner Tel: +44 (0)20 7496
and Joint Corporate Broker 3000
James Maxwell / James Moat (Corporate
Finance)
Alan Geeves / James Waterlow / Sam Greatrex
(Sales)
J.P. Morgan Cazenove - Joint Bookrunner Tel: +44 (0)20 7742
and Corporate Broker 4000
William Simmonds / Ed Murray / Jérémie
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 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.
Disclaimers
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.
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 C 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 C
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 C 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 C Shares or any other classes 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 (the "FCA"). J.P. Morgan Cazenove
is authorised in the United Kingdom by the Prudential Regulatory
Authority ("PRA") and regulated by the FCA and the PRA. Each of N+1
Singer and J.P. Morgan Cazenove (together, the "Joint Bookrunners")
is acting exclusively for the Company and no-one else in connection
with the Initial Issue, the Placing Programme and each Admission.
They will not regard any other person as their respective clients
in relation to the Initial Issue, the Placing Programme and each
Admission 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 Initial Issue,
the Placing Programme and each Admission, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
None of the Company, the Investment Adviser or the Joint
Bookrunners 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 the Joint Bookrunners 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.
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 is not to be taken as an indication or guarantee
of future performance.
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
ROIFFSEFMFUSEIS
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