FORM 8.5
(EPT/NON-RI)
PUBLIC OPENING POSITION
DISCLOSURE/DEALING DISCLOSURE BY AN
EXEMPT PRINCIPAL TRADER
WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS (OR WHERE RI STATUS
IS NOT APPLICABLE)
Rule 8.5 of the Takeover Code
(the "Code")
1. KEY
INFORMATION
|
(a) Name of exempt principal
trader:
|
Jefferies
International Limited
|
|
(b) 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
|
|
(c) Name of the party to the
offer with which exempt principal trader is
connected:
|
Blackstone
Europe LLP
|
|
(d) Date position
held/dealing undertaken:
For an opening position
disclosure, state the latest practicable date prior to the
disclosure
|
22nd April 2024
|
|
(e) In addition to the
company in 1(b) above, is the exempt principal trader 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 EXEMPT PRINCIPAL TRADER
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(b), 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:
|
1p ordinary
|
|
|
Interests
|
Short
positions
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant securities owned
and/or controlled:
|
13,897,410
|
1.149
|
|
|
|
(2) Cash-settled
derivatives:
|
6,300,000
|
0.521
|
20,197,410
|
1.670
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
|
|
|
|
|
TOTAL:
|
20,197,410
|
1.670
|
20,197,410
|
1.670
|
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 EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of
relevant securities of the offeror or offeree named in 1(b), 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
|
Purchases/
sales
|
Total number of
securities
|
Highest price per unit
paid/received
|
Lowest price per unit
paid/received
|
|
10p
ordinary
|
Purchase
Sale
|
24,461,395
32,302,629
|
105.0000
GBX
110.0000
GBX
|
99.2000
GBX
100.3802
GBX
|
(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
|
Reducing
a short position
Opening a
long position
Opening a
long position
Opening a
long position
Opening a
long position
Opening a
long position
Opening a
long position
Opening a
long position
Opening a
long position
Opening a
long position
Opening a
long position
Opening a
long position
Reducing
a short position
Reducing
a short position
Opening a
long position
Opening a
long position
Reducing
a short position
Reducing
a short position
Opening a
long position
Opening a
long position
Reducing
a short position
Reducing
a short position
Reducing
a short position
Opening a
long position
Opening a
long position
Opening a
long position
Opening a
long position
Opening a
long position
Closing a
short position
Closing a
short position
|
50,000
13,764
115,896
300,000
591,356
100,000
272,190
272,190
274,320
279,930
34,104
650,000
350,000
150,000
500,000
500,000
500,000
300,000
94,880
227,810
36,238
47,944
65,156
225,680
1,700,000
59,007
47,880
40,993
10,471
31,425
|
100.7900
100.8000
100.8000
100.9600
100.9900
100.9900
101.0100
101.0100
101.0100
101.0300
101.1900
101.2600
101.4600
101.4600
101.4600
101.4600
101.4700
101.6600
101.7900
101.8800
101.8980
101.8980
101.8980
102.0000
102.0300
102.0500
102.0700
102.0900
102.3948
102.3948
|
(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
exempt principal trader 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
exempt principal trader 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:
|
23rd 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.
The
Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.