REG - Hipgnosis Songs Fund - Result of AGM and EGM

Hipgnosis Songs FundAnnouncement

26/10/2023 11:30

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RNS Number : 4269R  Hipgnosis Songs Fund Limited  26 October 2023

LEI: 213800XJIPNDVKXMOC11

Information disclosed in accordance with LR 9.6.18

Hipgnosis Songs Fund Limited

("Hipgnosis" or the "Company")

Results of Annual General Meeting and Extraordinary General Meeting

 

26 October 2023

 

The Board of Hipgnosis Songs Fund Limited announces that, at the Fifth Annual
General Meeting of the Company (the "AGM") held at 10.00 on 26 October 2023,
Ordinary Resolutions 1, 2, 3, 4, 7, 9, 10 and 11 were passed without amendment
by the requisite majority and Special Resolutions 13 and 14 were also passed
without amendment by the requisite majority. Ordinary Resolutions 5 and 12
were not passed. Ordinary Resolutions 6 and 8 were withdrawn ahead of the AGM.

The Board of the Company also announces that, at an Extraordinary General
Meeting of the Company (the "EGM") held at 10.30 on 26 October 2023, Ordinary
Resolution 1 was not passed.

As a result of Resolution 12 (the "Continuation Resolution") not passing the
Board will, in accordance with the Company's Prospectus, put forward proposals
for the reconstruction, reorganisation or winding-up of the Company to
Shareholders for their approval within six months following the date of
today's AGM. These proposals may or may not involve winding-up the Company or
liquidating all or part of the Company's existing portfolio of investments.

Due to Resolution 1 at the EGM not passing, the proposed sale of 29 music
catalogues to Hipgnosis Songs Capital will not proceed.

On 28 September the Board announced Andrew Sutch's intention to step down as
Chair and retire as a Director of the Company. As a result of Resolution 5 not
passing at the AGM, Andrew Sutch ceased being a Director and Chair of the
Board from the conclusion of the AGM. The Board is at an advanced stage of an
expedited process to appoint a new Chair.

Sylvia Coleman, Senior Independent Director of Hipgnosis Songs Fund, said:

"The Board and the Investment Adviser have each engaged widely with investors
over recent months. While shareholders have not supported our proposed
transaction or the continuation vote, it is clear that they share our belief
in the inherent quality and potential of these assets. The Directors are now
expediting the appointment of a new Chair who will drive the Strategic Review
we have already announced, with a clear focus on delivering improved
shareholder value."

The full results of votes cast at the Annual General Meeting will shortly be
made available on the Company's website at
www.hipgnosissongs.com/song-investors/results-centre/
(www.hipgnosissongs.com/song-investors/results-centre/)

The full text of the resolutions can be found in the Notice of Annual General
Meeting which is available for viewing on the website of the National Storage
Mechanism which is available at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and on the Company's
website at www.hipgnosissongs.com/song-investors/results-centre/
(http://www.hipgnosissongs.com/song-investors/results-centre/)

 

 

 

For further information please contact:

 For Hipgnosis Songs Fund                                                  +44 (0) 20 4542 1530

 Sylvia Coleman

 Rufina Pavry (Investor Relations)

 Headland Consultancy - Financial PR to Hipgnosis Songs Fund               +44 (0) 20 3805 4822

 Susanna Voyle / Del Jones / Charlie Twigg
 J.P. Morgan Cazenove - Sponsor, Financial Adviser and Corporate Broker    +44 (0) 20 3493 8000

 William Simmonds / Jérémie Birnbaum (Corporate Finance)
 Singer Capital Markets - Corporate Broker                                 +44 (0) 20 7496 3000

 James Moat / Angus Campbell (Corporate Finance)

 Alan Geeves / James Waterlow / Sam Greatrex (Sales)
 RBC Capital Markets - Corporate Broker                                    +44 (0) 20 7635 4000

 Elliot Thomas / Max Avison (Corporate Finance)

 

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