Amendment: Form 8 (OPD) - Hipgnosis Songs Fund Ltd

Hipgnosis Songs Fund Limited
29 May 2024
 

After the release of the announcement named 'Amendment: Form 8 (OPD) - Hipgnosis Songs Fund Ltd' on 29 May 2024 at 07.00 under RNS No 1702Q, the Board of Hipgnosis Songs Fund Limited was informed that Hipgnosis Songs Management Limited had misstated its holdings as 353,000 shares. The correct figure for section 3.(b) is 353,500 shares.

 

No other changes have been made.

 

The full text of the amended announcement is set out below.

 

 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Hipgnosis Songs Fund 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.

N/A

(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) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

25 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 PARTY TO THE OFFER 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

 

Class of relevant security:

 

Ordinary Shares of No Par Value

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

0.00

Nil

0.00

(2) Cash-settled derivatives:

 

Nil

0.00

Nil

0.00

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

Nil

0.00

Nil

0.00

 

     TOTAL:

Nil

0.00

Nil

0.00

 

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).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

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

None

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

N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

a)   Holdings of ordinary shares by the directors of Hipgnosis Songs Fund Limited and their close relatives:

 

Name

Number of

Ordinary Shares beneficially interested in

Number of

Ordinary Shares

held by

close relatives

Total Number

Of Ordinary

Shares

% of total issued share capital (total)

Robert Naylor

100,000

0

100,000

0.008

Francis Keeling

50,000

50,000

100,000

0.008

Cindy Rampersaud

27,000

0

27,000

0.002

Simon Holden

150,796

0

150,796

0.012

 

b)   Holdings of ordinary shares by persons acting in concert with Hipgnosis Songs Fund Limited and their close relatives:

 

Name

Number of

Ordinary Shares beneficially interested in

Number of

Ordinary Shares

held by

close relatives

Total Number

Of Ordinary

Shares

% of total issued share capital (total)

Hipgnosis Song Management Limited

353,500

0

353,500

0.029

Merck Mercuriadis

94,614

21,564

116,178

0.010

Ben Katovsky

22,883

22,790

45,673

0.004

Paul Myers

8,932

0

8,932

0.001

 

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).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

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 party to the offer making the disclosure or any person acting in concert with it:

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 party to the offer making the disclosure, or any person acting in concert with it, 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

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

29 May 2024

Contact name:

Adam Spurr

Telephone number:

07775 659 471

 

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.

 

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

 

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