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RNS Number : 6950L Jefferies International Limited. 23 April 2024
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 Hipgnosis Songs Fund Limited
relates:
Use a separate form for each offeror/offeree
(c) Name of the party to the offer with which exempt principal trader is Blackstone Europe LLP
connected:
(d) Date position held/dealing undertaken: 22(nd) April 2024
For an opening position disclosure, state the latest practicable date
prior to the disclosure
(e) In addition to the company in 1(b) above, is the exempt principal trader N/A
making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "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:
20,197,410 1.670 20,197,410 1.670
TOTAL:
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
105.0000 GBX
10p ordinary Purchase 24,461,395 99.2000 GBX
110.0000 GBX
Sale 32,302,629 100.3802 GBX
(b) Cash-settled derivative transactions
Class of relevant security Product description Nature of dealing Number of reference securities Price per unit
e.g. CFD e.g. opening/closing a long/short position, increasing/reducing a long/short (GBX)
position
10p ordinary Swap Reducing a short position 50,000 100.7900
Swap Opening a long position 13,764 100.8000
Swap Opening a long position 115,896 100.8000
Swap Opening a long position 300,000 100.9600
Swap Opening a long position 591,356 100.9900
Swap Opening a long position 100,000 100.9900
Swap Opening a long position 272,190 101.0100
Swap Opening a long position 272,190 101.0100
Swap Opening a long position 274,320 101.0100
Swap Opening a long position 279,930 101.0300
Swap Opening a long position 34,104 101.1900
Swap Opening a long position 650,000 101.2600
Swap Reducing a short position 350,000 101.4600
Swap Reducing a short position 150,000 101.4600
Swap Opening a long position 500,000 101.4600
Swap Opening a long position 500,000 101.4600
Swap Reducing a short position 500,000 101.4700
Swap Reducing a short position 300,000 101.6600
Swap Opening a long position 94,880 101.7900
Swap Opening a long position 227,810 101.8800
Swap Reducing a short position 36,238 101.8980
Swap Reducing a short position 47,944 101.8980
Swap Reducing a short position 65,156 101.8980
Swap Opening a long position 225,680 102.0000
Swap Opening a long position 1,700,000 102.0300
Swap Opening a long position 59,007 102.0500
Swap Opening a long position 47,880 102.0700
Swap Opening a long position 40,993 102.0900
Swap Closing a short position 10,471 102.3948
Swap Closing a short position 31,425 102.3948
(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 Expiry date Option money paid/ received per unit
e.g. American, European etc.
(ii) Exercise
Class of relevant security Product description Exercising/ exercised against Number of securities Exercise price per unit
e.g. call option
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
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: 23(rd) 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
(http://www.thetakeoverpanel.org.uk) .
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