Form 8.3 - Hipgnosis Songs Fund Limited

Jefferies International Limited.
22 April 2024
 

FORM 8.3

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Jefferies International Limited

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

 

 

 

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

 

Hipgnosis Songs Fund Limited

(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:

 

 

(e) Date position held/dealing undertaken:

     For an opening position disclosure, state the latest practicable date prior to the disclosure

19th April 2024

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state "N/A"

 

N/A

 

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

 

 

Class of relevant security:

 

10p ordinary

 

 

Interests

Short positions

 

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

21,738,644

1.798

 

 

(2) Cash-settled derivatives:

 

 

 

21,738,644

1.798

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

 

 

 

 

 

     TOTAL:

21,738,644

1.798

21,738,644

1.798

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

(b)        Rights to subscribe for new securities (including directors' and other employee options)

 

Class of relevant security in relation to which subscription right exists:

 

Details, including nature of the rights concerned and relevant percentages:

 

 

 

3.         DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

 

The currency of all prices and other monetary amounts should be stated.

 

(a)        Purchases and sales

 

Class of relevant security

Purchase/sale

 

Number of securities

Price per unit (GBX)

10p ordinary

Purchase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18,000

7,799

3,000,000

7,679,611

1,000,000

429,524

1,241,877

180,150

21,500

107,467

150,066

6,258,783

29,209

892

2,790

223,316

169,227

89,835

34,592

475,600

431,864

94,305

358,094

500,000

1,981,089

542,434

 

2,570,476

1,744,478

798,332

2,000,000

11,500,000

3,483,909

942,671

74,726

2,490,529

1,022,116

1,064

761,495

1,622,305

48,993

415,175

168,250

91.4250

91.4500

91.4667

91.5000

91.5166

91.5167

91.5500

91.5610

91.5640

91.5814

91.5989

91.6000

91.6175

91.6250

91.6320

91.6370

91.6410

91.6427

91.6500

91.6640

91.7000

91.7250

91.7319

91.8000

91.9000

92.0000

 

91.4085

91.5000

91.5500

91.5732

91.5915

91.6000

91.6349

91.6425

91.6500

91.7000

91.7500

91.8000

91.8239

91.9000

92.0000

92.0056

 

(b)        Cash-settled derivative transactions

 

 

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

(GBX)

10p ordinary

Swap

Swap

Swap

Swap

Swap

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Swap

Swap

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Swap

Swap

Swap

Swap

Swap

Swap

Swap

Swap

Swap

Swap

Swap

Swap

Swap

Swap

Swap

Swap

Swap

Swap

Swap

Swap

Swap

Closing a short position

Closing a short position

Closing a short position

Closing a short position

Closing a short position

Closing a short position

Closing a short position

Closing a short position

Closing a short position

Closing a short position

Closing a short position

Closing a short position

Closing a short position

Closing a short position

Closing a short position

Closing a short position

Closing a short position

Closing a short position

Closing a short position

Closing a long position

Closing a long position

Closing a short position

Closing a short position

Closing a short position

Closing a short position

Increasing a short position

Increasing a short position

Increasing a short position

Increasing a short position

Increasing a short position

168,250

2,122,462

108,714

143,832

195,468

2,378

83,273

420,639

169,415

500,000

250,000

2,800,000

353,383

2,500,000

2,804,153

1,436,556

579,805

767,105

1,042,501

5,000,000

7,604,725

2,122,461

108,714

143,832

195,469

1,000,000

3,275,000

668,911

650,000

1,331,089

91.1468

91.4085

91.4085

91.4085

91.4085

91.4626

91.4626

91.4626

91.4626

91.4626

91.4626

91.4626

91.4626

91.4626

91.4626

91.4626

91.4626

91.4626

91.4626

91.5000

91.5000

91.5167

91.5167

91.5167

91.5167

91.5600

91.6100

91.6600

91.9100

91.9100

 

 

(c)        Stock-settled derivative transactions (including options)

 

(i)         Writing, selling, purchasing or varying

 

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit









 

(ii)        Exercise

 

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

 

 

 

 

 

 

(d)        Other dealings (including subscribing for new securities)

 

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)

 

 

 

 

 

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

Irrevocable commitments and letters of intent should not be included.  If there are no such agreements, arrangements or understandings, state "none"

None

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

 

(c)        Attachments

 

Is a Supplemental Form 8 (Open Positions) attached?

NO

 

 

Date of disclosure:

22nd April 2024

Contact name:

Robin Greenwood

Telephone number

020 7029 8595

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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END
 
 
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