Hipgnosis Songs Fund Sets Date For Key Investor Votes
Written by djfrosty on September 28, 2023
Hipgnosis Songs Fund has set a date of Oct. 26 for its shareholders to vote on the proposed sale of some 29 song catalogs and a separate vote on whether to keep the fund going under founder Merck Mercuriadis‘ advisory, the company said on Thursday (Sept. 29).
Earlier this month, Hipgnosis announced its plans to sell a package of assets that includes rights to songs performed by Shakira, Barry Manilow, Rick James and others to its sister fund — the privately held Blackstone-backed entity, Hipgnosis Songs Capital — for $440 million.
Hipgnosis Songs Fund — or SONG, as it’s abbreviated on the London Stock Exchange — has struggled with a sagging share price that values the company at a discount to its assets’ worth. The Oct. 26 shareholder vote represents a key milestone in the young company’s five-year lifespan.
In its statement on Thursday, Hipgnosis Songs Fund’s board said it’s in talks with third parties to consider outside bids for the package of assets, with those discussions set to resolve by Oct. 23. The board previously said it would use proceeds of any asset sales to buy back up to $180 million of the company’s stock and pay down its revolving debt balance, two measures aimed at achieving a “re-rating of the share price.”
If a majority of shareholders vote “yes” on the company’s continuation vote, the board has committed to holding the next continuation vote in January 2026, followed by a third in 2028.
The board also said that if the discount between Hipgnosis Songs Fund’s share price and operative net asset value reaches 10% or more on average over the month of January 2025, it will terminate its investment advisory agreement with Mercuriadis’ Hipgnosis Song Management. The agreement with the founder as an investment advisor will be “terminable by the company on 12 months’ notice,” according to the statement.
The board added that chair Andrew Sutch will retire as a director before the next annual meeting in 2024, and that Andrew Wilkinson will retire from his director role by the end of this year. Cindy Rampersaud will take Wilkinson’s place after he retires. The departures mean Hipgnosis Songs Fund will have five directors in the future.
In a vote of support for retaining Mercuriadis’ Hipgnosis Song Management as SONG’s investment adviser, the board said its approach had led to a 44% total return on the 29 music catalogs that Hipgnosis Songs Fund proposes to sell to its private sister fund since the initial dates of purchase.
“The board and the investment adviser firmly believe that the company has a unique portfolio of iconic, culturally significant songs that will deliver strong long-term value as they benefit from the structural tailwinds in the music industry,” according to the statement. “Furthermore, the board believes that the investment adviser’s approach to song management should enable the company to outperform the wider music market.”