Form 8.3 - Hipgnosis Songs Fund Limited

Jefferies International Limited.

19 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	18th 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:	20,884,896	1.727
(2) Cash-settled derivatives:	13,204,725	1.092	34,432,054	2.847
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	34,089,621	2.819	34,432,054	2.847

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 Total Sales Sale Total Sales	32,200 4,175 882,972 297,182 986 5,339,634 359,941 2,290,792 22,025,016 1,000,000 5,762,483 224,931 502,964 1,399,667 132,867 364,636 637,253 164,812 263,490 216,058 218,078 2,061,085 108,179 3,933 43,500 35,413 7,735 500,000 879,062 2,517,026 88,999 25,074 192,796 847,855 500,000 120,000 13,669 314,391 256,740 92,698 19,075 2,293,022 108,680 5,547 99,938 345,865 490,317 49,000 3,627,449 55,092 479,613 22,900 7,000 193,411 26,600 200,000 169,395 207,114 1,000,000 1,123,780 710,044 506,616 7,941,396 40,000 7,783,331 1,076,800 336,500 79,646,777 85,000 12,759,386 2,031,203 3,000,000 500,000 7,000,000 2,000,000 7,085,000 11,500,000 3,900 5,966,276 3,000,000 1,458,837 1,852,043 4,000,000 85,000 5,209 581,369 60,570 790,053 11,388 2,270,912 16,624,268 1,646,332 1,639,661 420,554 1,276,900 1,560,419 270,838 89,485,118	91.3500 91.3600 91.4000 91.4250 91.4300 91.4403 91.4500 91.4626 91.5000 91.5028 91.5100 91.5500 91.5533 91.5533 91.5533 91.5533 91.5533 91.5533 91.5533 91.5533 91.5533 91.5533 91.5533 91.5540 91.5540 91.5540 91.5540 91.5625 91.6000 91.6000 91.6297 91.6500 91.6590 91.7000 91.7000 91.7100 91.7100 91.7112 91.7500 91.7814 91.7833 91.8000 91.8100 91.8200 91.8255 91.8500 91.8583 91.8986 91.9000 91.9500 92.0000 92.0496 92.0500 92.0540 92.0798 92.1000 92.2000 92.3000 92.4600 92.5000 92.5500 92.5860 92.6000 92.6260 92.6500 92.6620 92.7213 91.4731 91.5000 91.5500 91.5503 91.5625 91.5641 91.5686 91.5732 91.5915 91.5960 91.6000 91.6275 91.6500 91.7000 91.7124 91.7734 91.7919 91.8000 91.8500 91.9000 91.9500 92.0000 92.3525 92.4171 92.5000 92.5500 92.6000 92.6500 92.7000

(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 Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap	Opening a short position Opening a short position Opening a short position Opening a short position Opening a short position Opening a short position Opening a short position Opening a short position Opening a short position Opening 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	1,076,800 336,500 100,000 50,000 3,284,400 200,000 9,000 2,200,000 141,000 215,600 1,381,425 225,000 193,575 75,000 75,000 64,529	91.1550 91.1558 91.5100 91.5100 91.5800 91.6100 91.8100 91.8500 91.9100 91.9200 91.3170 91.3170 91.3170 91.3170 91.3170 91.3170

(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:	19th 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 [phone].

*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.

 

END