Cash Offer for Hipgnosis Songs Fund Limited by Concord Bidco: Update on Irrevocable Undertaking by J O Hambro Capital Management Limited

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 the cash offer made by CONCORD CHORUS LIMITED ("CONCORD BIDCO"). The offer, announced on 18 April 2024, involves the acquisition of the entire issued and to be issued share capital of Hipgnosis. Concord Bidco had previously received 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.

However, as of 30 April 2024, J O Hambro had disposed of a significant number of Hipgnosis shares subject to the irrevocable undertaking, reducing the total number of shares under the agreement. On 2 May 2024, J O Hambro further disposed of a portion of the shares, leading to a reduction in the total number of Hipgnosis shares subject to irrevocable undertakings received by Concord Bidco. As a result, the total number of Hipgnosis shares under the irrevocable undertakings has decreased to approximately 24.89% of the issued share capital of Hipgnosis as of 2 May 2024.

Upon completion of the acquisition by Concord Bidco of the Hipgnosis shares held by CCLA Investment Management, the total number of Hipgnosis shares under the irrevocable undertakings will further reduce to approximately 20.11% of the issued share capital of Hipgnosis. 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, including details of how to vote in respect of the resolutions proposed in connection with the Acquisition.

For further information, interested parties can contact Concord, Apollo, J.P. Morgan Cazenove, or H/Advisors Maitland. J.P. Morgan Cazenove is acting as the sole financial adviser to Bidco in connection with the Acquisition. This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or a solicitation of an offer to buy, otherwise acquire, subscribe for, sell, or otherwise dispose of any securities pursuant to the Acquisition or otherwise.

This update provides insight into the ongoing developments related to the cash offer for Hipgnosis Songs Fund Limited by Concord Bidco, shedding light on the changes in the irrevocable undertaking given by J O Hambro Capital Management Limited.