Result of AGM and EGM

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 Ordinary Resolutions 6 and 8 were withdrawn ahead of the AGM.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/

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 and on the Company's website at www.hipgnosissongs.com/song-investors/results-centre/

For further information please contact:

For Hipgnosis Songs Fund Sylvia Coleman Rufina Pavry (Investor Relations)		[phone]
Headland Consultancy - Financial PR to Hipgnosis Songs Fund Susanna Voyle / Del Jones / Charlie Twigg		[phone]
J.P. Morgan Cazenove - Sponsor, Financial Adviser and Corporate Broker William Simmonds / Jérémie Birnbaum (Corporate Finance)		[phone]
Singer Capital Markets - Corporate Broker James Moat / Angus Campbell (Corporate Finance) Alan Geeves / James Waterlow / Sam Greatrex (Sales)		[phone]
RBC Capital Markets - Corporate Broker Elliot Thomas / Max Avison (Corporate Finance)		[phone]

 

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