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 +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.