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 Shares in the Company, prepared in accordance with the Prospectus Rules of the UK Listing Authority 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 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 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 Shares to be admitted to the premium equity closed-ended investment funds category of the Official List of the UK Listing Authority and to be admitted to trading on the Premium Segment of the Main Market of the London Stock Exchange. It is expected that Admission will become effective and that dealings in the Shares which are the subject of the Issue will commence on 10 July 2017. The Company and the Directors, whose names appear on page 49 of this Prospectus, accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and 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 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 5 July 2017. The latest time and date for placing commitments under the Placing is 3.00 p.m. on 5 July 2017. Further details of the Issue are set out in Part VI (Issue Arrangements) of this Prospectus. HIPGNOSIS SONGS FUND LIMITED (an investment company limited by shares incorporated under the laws of Guernsey with registered number 63613) Placing and Offer for Subscription of ordinary shares for a target issue of 200 million Shares at an Issue Price of 100 pence per Share Investment Adviser Hipgnosis Songs Limited Sponsor, Financial Adviser and Bookrunner Cenkos Securities plc This Prospectus does not constitute an offer to sell or issue, or the solicitation of an offer to purchase, subscribe for or otherwise acquire, 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 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 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 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 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) Part I (Investment Highlights); (c) section 1 (Introduction), section 2 (Investment Objective and Policy), section 3 (Pipeline Investments), section 4 (Dividend Policy), section 5 (Target Returns), and section 7 (Calculation and Publication of Net Asset Value) of Part II (Information on the Company); (d) Part III (Market Background and Investment Strategy and Approach); (e) Part IV (The Investment Adviser); and (f) the sections entitled ‘‘Conflicts of Interest: Investment Adviser’’ and ‘‘Fees and Expenses: Fees payable to the Investment Adviser’’ of Part V (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, which has taken all reasonable care to ensure that such is the case, 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 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 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 benefit of, ‘‘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 Issue, subject to certain exceptions, offers and sales of 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 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 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 Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa. The 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 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. Any failure to comply with such restrictions may constitute a violation of applicable securities laws and may subject the holder to the forced transfer provisions set out in the Articles. For further information on restrictions on transfers of the Shares, prospective investors should refer to the sections entitled ‘‘Representations, Warranties and Undertakings’’ in Part VI (Issue Arrangements) and ‘‘Memorandum and Articles: Transfer of Shares’’ in Part VIII (Additional Information) of this Prospectus. Cenkos Securities plc (‘‘Cenkos’’), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting as Sponsor, Financial Adviser and Bookrunner to the Company and for no one else in connection with the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Issue or any matters referred to herein. Cenkos does not accept any responsibility whatsoever for the contents of this Prospectus. Cenkos does not make any representation or warranty, express or implied, for the contents of this 2 Prospectus including its accuracy, completeness or verification or for any other statement made or purported to be made by it or on its behalf in connection with the Company, the Issue or the Shares. Cenkos accordingly disclaims to the fullest extent permitted by law all and any liability, whether arising in tort or contract or otherwise (save as referred to above), which it might otherwise have in respect of this Prospectus or any such statement.