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 [phone].

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

 

END