HIPGNOSIS SONGS FUND LIMITED has received an update on the irrevocable undertaking given by J O Hambro Capital Management Limited ("JO Hambro") in response to a cash offer by Concord Bidco. Concord Bidco, a wholly-owned subsidiary of Alchemy Copyrights, LLC, trading as Concord, had previously announced a cash offer to acquire the entire issued and to be issued share capital of Hipgnosis. The offer was increased to US$1.25 for each Scheme Share, and Concord Bidco had received certain irrevocable undertakings to vote in favor of the Scheme at the Court Meeting and in favor of the Resolution to be proposed at the General Meeting.

As of 26 April 2024, J O Hambro had disposed of a significant portion of the Hipgnosis Shares subject to the irrevocable undertaking, reducing the number of shares under the agreement. On 29 April 2024, J O Hambro advised Concord Bidco that it had disposed of a further portion of the Hipgnosis Shares subject to the irrevocable undertaking and was no longer in a position to vote those shares in favor of the Scheme at the Court Meeting and in favor of the Resolution at the General Meeting. Consequently, the total number of Hipgnosis Shares subject to irrevocable undertakings received by Concord Bidco has reduced to approximately 24.99% of the issued share capital of Hipgnosis as of 29 April 2024.

Upon completion of the acquisition by Concord Bidco of the Hipgnosis Shares held by CCLA Investment Management, the total number of Hipgnosis Shares subject to irrevocable undertakings received by Concord Bidco will further reduce to approximately 20.22% of the issued share capital of Hipgnosis as of 29 April 2024. Enquiries regarding the acquisition can be directed to Concord, Apollo, J.P. Morgan Cazenove, and H/Advisors Maitland.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities. The Acquisition will be made solely by means of the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition.