TIDMSONG
RNS Number : 0209O
Hipgnosis Songs Fund Limited
28 September 2023
LEI: 213800XJIPNDVKXMOC11
Hipgnosis Songs Fund Limited
28 September 2023
For immediate release
Hipgnosis Songs Fund Limited
Publication of Circular and Notice of General Meetings
On 14 September 2023, Hipgnosis Songs Fund Limited ("Hipgnosis"
or the "Company") announced that it had entered into a transaction
to sell a portfolio of 29 music catalogues to Hipgnosis Songs
Capital, the trading name of Hipgnosis SC IV (Delaware) L.P. (the
"Buyer") for aggregate cash consideration of $440 million (the
"Transaction").
Further to such announcement, the Company announces that the
circular relating to the Transaction (the "Circular") has been
approved by the UK Financial Conduct Authority and has been
published today. The Circular will shortly be posted to the
Company's shareholders that have elected to receive hard copies of
shareholder documentation.
Following the announcement on 14 September 2023, the Board has
continued to engage with shareholders on the strategic rationale
and merits of the Transaction. The Board and the Investment Adviser
firmly believe that the Company has a unique portfolio of iconic,
culturally significant songs that will deliver strong long-term
value as they benefit from the structural tailwinds in the music
industry. Furthermore, the Board believes that the Investment
Adviser's approach to Song Management should enable the Company to
outperform the wider music market. This has been evidenced by the
44% total return, including right to income, transaction fees and
expected taxes, realised since acquisition on the Transaction.
Furthermore, the Board and the Investment Adviser are committed to
ensuring that this value is achieved for shareholders by a
re-rating of the share price and are determined to deliver on the
ongoing opportunity of the Company.
Against this backdrop, the Board and Investment Adviser have
included in the Circular the following actions which will provide
shareholders with greater opportunities to realise value in a
shorter timeframe should the share price re-rating not occur:
-- The Board has resolved that, if the Continuation Resolution
is approved at the 2023 Annual General Meeting, the Directors will
put a further Continuation Resolution to Shareholders at an
extraordinary general meeting in January 2026, again at the Annual
General Meeting to be held in 2028 and at every third Annual
General Meeting thereafter;
-- The Board and the Investment Adviser have agreed certain
further amendments to the Investment Advisory Agreement between the
Company and the Investment Adviser such that (subject to the
Continuation Resolution being passed) the Investment Advisory
Agreement will be terminable by the Company on 12 months' notice;
and
-- If the Company's share price stands at an average discount to
Operative NAV (as determined at the time of publication of the
interim report for the period to 30 September 2024) of 10% or more,
measured on average over the month of January 2025, the Board
intends to serve notice to terminate the Investment Advisory
Agreement. The Board may withdraw the notice before the effective
date of termination if it considers it to be in the interests of
shareholders to do so.
Andrew Sutch has informed the Board that he will step down as
Chair and retire as a director of the Company once a suitable
replacement is found and, in any event, at or before the Company's
annual general meeting in 2024. The Company will now commence a
process to recruit a new Chair. In addition, Andrew Wilkinson has
also informed the Board that he intends to retire as a director
before the end of 2023, thereby reducing the Board to five
directors. The Board intends to appoint Cindy Rampersaud, who
joined the Board as an Independent Non-Executive Director on 1
August 2023, to the role of chair of the Company's Audit and Risk
Management Committee upon Andrew Wilkinson's retirement.
The Transaction constitutes a related party transaction for
Hipgnosis under the Listing Rules and completion of the Transaction
is conditional upon, among other things, the approval of the
Company's shareholders at a general meeting of the Company.
Accordingly, the Circular contains a notice convening an
extraordinary general meeting of the Company which is to be held at
10:30am on 26 October 2023 at United House, 9 Pembridge Road,
Notting Hill, London, W11 3JY, United Kingdom (the "Extraordinary
General Meeting") at which an ordinary resolution will be proposed
for the Company's shareholders to approve the Transaction.
In addition, the terms of the Transaction include a "Go-Shop"
provision, pursuant to which the Board is entitled to solicit
alternative offers for a period of 40 days from 14 September 2023,
and the Board has recently confirmed that credible third parties
are already engaged in this Go-Shop process.
The Circular also incorporates a notice convening the annual
general meeting of the Company which is to be held at 10:00am on 26
October 2023 at United House, 9 Pembridge Road, Notting Hill,
London, W11 3JY, United Kingdom (the "2023 Annual General Meeting"
and, together with the Extraordinary General Meeting, the
"Meetings") at which resolutions will be proposed for the Company's
shareholders to approve, amongst other things, an on-market share
buy back programme and the continuation by the Company of its
business as a closed-ended investment company.
If shareholders are unable to attend and vote in person, the
directors of the Company strongly recommend that shareholders vote
by proxy as soon as possible. Further information as to how to vote
by proxy can be found in the notices of the Meetings contained in
the Circular. The expected timetable of principal events, as
contained in the Circular, is as follows:
Time and Date
Start of Go-Shop Period 14 September 2023
Publication of the Circular 28 September 2023
End of Go-Shop Period (1) 11:59 p.m. on 23 October
2023
Latest time for receipt of individual 10:00 a.m. on 24 October
blue Forms of Proxy for the 2023 2023
Annual General Meeting
Latest time for receipt of individual 10:30 a.m. on 24 October
white Forms of Proxy for the Extraordinary 2023
General Meeting
Voting Record Time for the 2023 Annual 6:30 p.m. on 24 October
General Meeting and the Extraordinary 2023 (2)
General Meeting
2023 Annual General Meeting 10:00 a.m. on 26 October
2023
Extraordinary General Meeting 10:30 a.m. on 26 October
2023 (3)
(1) The Board will publish an announcement through the Regulatory
Information Service of the London Stock Exchange as soon
as practicable following the end of the Go-Shop Period and/or
Matching Right Period, to update shareholders of the outcome
of the Go-Shop Process.
(2) If either of the Meetings is adjourned, the Voting Record
Time for the relevant reconvened Meeting will be 6:30 p.m.
on the day which is two calendar days before the date set
for the relevant reconvened Meeting.
(3) The Extraordinary General Meeting will commence at the
time stated above or as soon thereafter as the 2023 Annual
General Meeting has been concluded or adjourned.
The timetable may be subject to change. If any of the above
times and/or dates change, the revised times and/or dates
will be notified to shareholders by an announcement through
the Regulatory Information Service of the London Stock Exchange.
If the Go-Shop Process concludes with no Superior Proposal
having been received, the Board expects the Annual General Meeting
and Extraordinary General Meeting will proceed on the date stated
in this announcement. In the event a Superior Proposal is received
during the Go-Shop Period and the Buyer exercises its matching
right, the Board expects it may be necessary to adjourn the
Shareholder Meetings to a later date in November 2023. In the event
the Board receives a Superior Proposal, the Matching Right Period
has expired without the Buyer having matched (or improved upon)
such Superior Proposal and the Asset Sale Agreement is terminated
in favour of such Superior Proposal, the Board expects that the
Extraordinary General Meeting will be adjourned and not
rescheduled, and the Annual General Meeting will be rescheduled in
November 2023
A copy of the Circular will be submitted to the National Storage
Mechanism and the Circular will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . In
addition, a copy of the Circular will be available for inspection
on the Company's website at
https://www.hipgnosissongs.com/song-investors/company-documents
from the date of the Circular up to and including the conclusion of
the Extraordinary General Meeting.
For further information please contact:
For Hipgnosis Song Management
Merck Mercuriadis
Ben Katovsky
Giles Croot +44 (0)20 4542 1511
Teneo - Financial PR to HSM
James Macey White / Ed Cropley +44 (0) 20 7353 4200
For Hipgnosis Songs Fund
Andrew Sutch
Rufina Pavry (Investor Relations for
Hipgnosis Songs) +44 (0) 20 4542 1530
Headland Consultancy - Financial PR
to Hipgnosis Songs Fund
Susanna Voyle / Del Jones / Charlie
Twigg +44 (0) 20 3805 4822
The Outside Organisation
Alan Edwards/ Nick Caley +44 (0)7711 081843
Fran DeFeo PR
Fran DeFeo +1 917 767 5255
J.P. Morgan Cazenove - Sponsor, Financial
Adviser and Corporate Broker
William Simmonds / Jérémie
Birnbaum (Corporate Finance) +44 (0)203 493 8000
Singer Capital Markets - Corporate
Broker
James Moat / James Maxwell / Angus
Campbell (Corporate Finance)
Alan Geeves / James Waterlow / Sam
Greatrex (Sales) +44 (0)20 7496 3000
RBC Capital Markets - Corporate Broker
Elliot Thomas / Max Avison (Corporate
Finance)
Lisa Tugwell / Natalia Lipecka (Sales) +44 (0)20 7635 4000
IMPORTANT NOTICE
This announcement is not intended to, and does not constitute,
or form part of, any offer to sell or issue or any solicitation of
an offer to purchase, subscribe for, or otherwise acquire, any
securities or a solicitation of any vote or approval in any
jurisdiction. Hipgnosis shareholders are advised to read carefully
the Circular once it has been published. Any response to the
Transaction should be made only on the basis of the information in
the Circular to follow.
J.P. Morgan Securities PLC, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated by the Financial Conduct
Authority ("FCA") and PRA. J.P. Morgan Cazenove is acting as
sponsor and financial adviser exclusively for the Company and no
one else in connection with the Transaction and the matters set out
in this announcement and will not regard any other person as its
client in relation to the Transaction and will not be responsible
to anyone other than the Company for providing the protections
afforded to clients of J.P. Morgan Cazenove or its affiliates, or
for providing advice in relation to the Transaction or any other
matters referred to in this announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
J.P. Morgan Cazenove by FSMA or the regulatory regime established
thereunder or under the regulatory regime of any jurisdiction where
the exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, J.P. Morgan Cazenove and
any person affiliated with it assumes no responsibility whatsoever
for and makes no representation or warranty express or implied, in
relation to the contents of this announcement, including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on its behalf and nothing
contained in this announcement is, or shall be, relied upon as a
promise or representation in this respect whether as to the past,
present or future, in connection with the Company, or the
Transaction. J.P. Morgan Cazenove and its respective subsidiaries,
branches and affiliates accordingly disclaims to the fullest extent
permitted by law all and any duty, responsibility and liability
whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise be found to have in respect of this
announcement or any such statement or otherwise. Any reproduction
or distribution of this announcement, in whole or in part, and any
disclosure of its contents or use of any information contained in
this announcement for any purpose other than considering the terms
of the Transaction is prohibited.
This announcement contains "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "would,
"could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Company to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. None of the Company, J.P.
Morgan or their respective Affiliates undertakes or is under any
duty to update this announcement or to correct any inaccuracies in
any such information which may become apparent or to provide you
with any additional information, other than any requirements that
the Company may have under applicable law or the Listing Rules, the
Prospectus Rules, the Disclosure Guidance and Transparency Rules or
MAR. To the fullest extent permissible by law, such persons
disclaim all and any responsibility or liability, whether arising
in tort, contract or otherwise, which they might otherwise have in
respect of this announcement. The information in this announcement
is subject to change without notice.
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END
NOAGZGZLGRDGFZM
(END) Dow Jones Newswires
September 28, 2023 06:07 ET (10:07 GMT)
Hipgnosis Songs (LSE:SOND)
過去 株価チャート
から 11 2024 まで 12 2024
Hipgnosis Songs (LSE:SOND)
過去 株価チャート
から 12 2023 まで 12 2024
