REG - Hipgnosis Songs Fund - Publication of Circular/Update to Strategic Review

Hipgnosis Songs FundAnnouncement

23/01/2024 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240123:nRSW5342Aa&default-theme=true

RNS Number : 5342A  Hipgnosis Songs Fund Limited  23 January 2024

LEI: 213800XJIPNDVKXMOC11

23 January 2024

 

Hipgnosis Songs Fund Limited ("Hipgnosis Songs Fund" or the "Company")

Publication of Circular

Update to Strategic Review

 

Publication of circular

On 18 January 2024, the Newly Constituted Board of Hipgnosis Songs Fund
announced its proposal to amend the Articles of the Company, by way of a
special resolution, to enshrine the payment of a fee, at the Newly Constituted
Board's discretion, of up to £20 million (in aggregate) by the Company to any
prospective bidder(s) who approaches the Newly Constituted Board seeking to
make an acquisition of the assets of the Company on terms recommendable to
shareholders. The Proposal is being recommended by the Newly Constituted Board
to ensure that prospective offerors are not deterred from seeking to engage
with the Company regarding a recommendable offer for the Company's assets as a
result of the terms of the Investment Adviser's Call Option.

 

The Newly Constituted Board has requested for the Investment Adviser,
Hipgnosis Songs Management, which is majority owned by funds managed and/or
advised by Blackstone, to unconditionally remove the Call Option from its
Investment Advisory Agreement with immediate effect to act in the best
interests of shareholders as a whole. This request has been refused.

 

Further to such announcement, the Company announces that the Circular has been
published today. The Circular will be posted to Shareholders that have elected
to receive hard copies of Shareholder documentation today and will also be
available on the Company's website at
www.hipgnosissongs.com/song-investors/company-documents/
(http://www.hipgnosissongs.com/song-investors/company-documents/) . The
Circular incorporates the Notice of Extraordinary General Meeting which is to
be held at 09.00 a.m. on 7 February 2024 at 1 Bow Churchyard, London, EC4M 9DQ
at which the Resolution will be proposed for Shareholders to approve.

 

If Shareholders are unable to attend and vote in person, the Directors
strongly recommend that shareholders vote by completing a Form of Proxy as
soon as possible. Further information as to how to vote by completing a Form
of Proxy can be found in the Notice of Extraordinary General Meeting contained
in the Circular.

Update to strategic review

As a result of the failed continuation vote of the Company, where 83% of
shareholder votes were cast against the resolution, the Newly Constituted
Board is continuing its strategic review looking at all options to be
considered for the future of the Company, with the aim of maximising value for
our shareholders. As announced on 11 December 2023, the Company has appointed
Shot Tower Capital, LLC to conduct due diligence on the Company's assets as
part of this review, work which is ongoing.

 

Furthermore, the Newly Constituted Board notes the statements made by two
independent research reports, which assert that the 29 Catalogues proposed to
be sold to Hipgnosis Songs Capital, a fund also managed by the Investment
Adviser, which is majority owned by funds managed and/or advised by
Blackstone, were growing at materially higher rates to the overall portfolio
and were therefore "cherry picked" for sale to Hipgnosis Songs Capital. The
Newly Constituted Board is investigating whether this is the case, and if so,
whether this was properly and fully disclosed to the previous Board in the
investment papers, which included the recommendation provided by Hipgnosis
Song Management, and therefore whether the previous Board were provided with
the relevant information to enable them to make a decision in the best
interests of shareholders.

 

Except as otherwise defined, capitalised terms in this announcement have the
meaning given to them in the Circular published today.

 

 For further information please contact:

 Hipgnosis Songs Fund

 Robert Naylor                                                        +44 (0) 20 7496 3000

 Via Singer Capital Markets

 Singer Capital Markets - Corporate Broker

 James Moat / Alaina Wong / Angus Campbell (Corporate Finance)        +44 (0) 20 7496 3000

 Alan Geeves / James Waterlow / Sam Greatrex (Sales)
 Headland Consultancy - Financial PR                                  +44 (0) 20 3805 4822

 Susanna Voyle / Charlie Twigg

 

 

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  CIRBTMJTMTTTTLI