As a result of the failed continuation vote of Hipgnosis Songs Fund (SONG), where 83% of shareholder votes were cast against the resolution, the newly constituted board is continuing its strategic review looking at all options to be considered for the future of the company, with the aim of maximising value for our shareholders. As announced on 11 December 2023, the company has appointed Shot Tower Capital, LLC to conduct due diligence on the company’s assets as part of this review, work which is ongoing.

Further to the strategic review, on 18 January 2024, the new board announced its proposal to amend the articles of the company, by way of a special resolution (which we discussed here), to enshrine the payment of a fee, at the board’s discretion, of up to £20 million (in aggregate) by the company to any prospective bidder(s) who approaches the board seeking to make an acquisition of the assets. The proposal is being recommended by the board to ensure that prospective offerors are not deterred from seeking to engage with the company regarding a recommendable offer as a result of the terms of the investment adviser’s call option.

The Newly Constituted Board has requested for the investment adviser, Hipgnosis Songs Management, which is majority owned by funds managed and/or advised by Blackstone, to unconditionally remove the call option from its investment advisory agreement with immediate effect to act in the best interests of shareholders as a whole. This request has so far been refused.

SONG : Hipgnosis Songs Fund provides strategic review update