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 Swap Swap Swap Swap 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 [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