THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take or the contents of this Prospectus, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank, solicitor, accountant, or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (the “FSMA”) if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom. A copy of this document, which comprises a prospectus relating to Hipgnosis Songs Fund Limited (the “Company”) in connection with the issue of Issue Shares in the Company and their admission to trading on the Main Market and to listing on the premium listing category of the Official List, prepared in accordance with the Prospectus Rules of the FCA made pursuant to section 73A of the FSMA, has been filed with the Financial Conduct Authority in accordance with Rule 3.2 of the Prospectus Rules. The Prospectus has been approved by the FCA, as competent authority under the Prospectus Regulation and the FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Accordingly, such approval should not be considered as an endorsement of the issuer, or of the quality of the securities, that are the subject of this Prospectus; investors should make their own assessment as to the suitability of investing in the Issue Shares. The Issue Shares are only suitable for investors: (i) who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company; (ii) for whom an investment in the Issue Shares is part of a diversified investment programme; and (iii) who fully understand and are willing to assume the risks involved in such an investment programme. It should be remembered that the price of the Shares and the income from them can go down as well as up. Applications will be made for the new Ordinary Shares and C Shares to be issued in connection with the Initial Issue and the Placing Programmes (the “Issue Shares”) to be admitted to trading on the Main Market of the London Stock Exchange (“Main Market”) and to listing on the premium listing category of the Official List of the FCA (the “Official List”) at the relevant Admission with applications to be made in connection with the C Shares issued pursuant to the Initial Issue at Initial Admission. It is expected that Initial Admission will become effective and that dealings in the C Shares which are the subject of the Initial Issue will commence on 22 October 2019. The Placing Programmes will remain open until 25 September 2020 or such earlier time at which the maximum number of Issue Shares to be issued pursuant to the Placing Programmes has been issued (or such other date as may be agreed between Nplus1 Singer Advisory LLP (“N+1 Singer”), J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) (“JPMC” and together with N+1 Singer, the “Joint Bookrunners”) and the Company (such agreed date to be announced by way of an RIS announcement)). The Company and the Directors, whose names appear on page 45 of this Prospectus, accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors, the information contained in this Prospectus is in accordance with the facts and this Prospectus does not omit anything likely to affect the import of such information. Capitalised terms contained in this Prospectus shall have the meanings set out in the sections entitled “Glossary of terms” and “Definitions” in this Prospectus, save where the context requires otherwise. The attention of potential investors is drawn to the section entitled Risk Factors in this Prospectus. The results of the Initial Issue are expected to be announced on 17 October 2019. The earliest date for applications under the Offer is the date of this Prospectus and the latest time and date for applications under the Offer is 11:00 a.m. on 15 October 2019. Further details of the Initial Issue and the Placing Programmes are set out in Part V (The Issue and the Placing Programmes) of this Prospectus. HIPGNOSIS SONGS FUND LIMITED (an investment company limited by shares incorporated under the laws of Guernsey with registered number 65158) Target Initial Issue of 300 million C Shares at an Initial Issue Price of 100 pence per C Share and Placing Programmes of up to 1 billion new Ordinary Shares and/or C Shares Investment Adviser The Family (Music) Limited Financial Adviser, Sponsor and Joint Bookrunner Nplus1 Singer Advisory LLP Joint Bookrunner J.P. Morgan Cazenove This Prospectus does not constitute an offer to sell or issue, or the solicitation of an offer to purchase, subscribe for or otherwise acquire, Issue Shares in any jurisdiction where such an offer or solicitation would be unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or the Investment Adviser. The distribution of this Prospectus and the offer of the Issue Shares in certain jurisdictions may be restricted by law. Other than in the United Kingdom, no action has been or will be taken to permit the possession, issue or distribution of this Prospectus (or any other offering materials or publicity relating to the Issue Shares) in any jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither this Prospectus, nor any other offering materials or publicity relating to the Issue Shares may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus (or any other offering materials or publicity relating to the Issue Shares) comes should inform themselves about and observe any such restrictions. The Investment Adviser accepts responsibility for the information and opinions contained in: (a) the risk factors under the following headings: “Risks Relating to the Company”; “Risks Relating to the Music Industry”; “Risks Relating to the Investment Adviser”; and “Risks Relating to the Investment Policy and Strategy and to the Investment Portfolio and the Pipeline Assets”; (b) section 1 (Introduction), section 2 (Investment Objective and Policy), section 3 (The Company’s Portfolio), section 4 (Pipeline), section 5 (Dividend Policy), section 6 (Target Returns), and section 8 (Calculation and Publication of Net Asset Value) of Part I (Information on the Company); (c) Part II (Market Background, Investment Strategy and Approach); (d) Part III (Investment Adviser); and (e) the sections entitled “Conflicts of Interest: Investment Adviser” and “Fees and Expenses: Fees payable to the Investment Adviser” of Part IV (Directors and Administration) of this Prospectus and any other information or opinion related to or attributed to it or any Affiliate of the Investment Adviser. To the best of the Investment Adviser’s knowledge, the information and opinions contained in this Prospectus related to or attributed to it or any Affiliate of the Investment Adviser are in accordance with the facts and the Prospectus does not omit anything likely to affect the import of such information or opinions. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the “U.S. Investment Company Act”) and as such investors are not and will not be entitled to the benefits of the U.S. Investment Company Act. The Issue Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within the United States or to, or for the account or benefitof,“U.S. persons” as defined in Regulation S under the U.S. Securities Act (“U.S. Persons”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not result in the Company being required to register under the U.S. Investment Company Act. In connection with the Initial Issue or any Subsequent Placing, subject to certain exceptions, offers and sales of Issue Shares will be made only outside the United States in “offshore transactions” to non-U.S. Persons pursuant to Regulation S under the U.S. Securities Act. There has been and will be no public offering of the Issue Shares in the United States. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any securities regulatory authority of any state or other jurisdiction of the United States has approved or disapproved of the Issue Shares or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. The offer and sale of Issue Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa. The Issue Shares may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa. The Issue Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations and under the Articles.