REG-Weiss Asset Management LP Form 8.3 - Form 8.3 - Hipgnosis Songs Fund Limited

Hipgnosis Songs FundAnnouncement

19/04/2024 15:15

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Form 8.3 - Form 8.3 - Hipgnosis Songs Fund Limited

 

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:                                                      Weiss Asset Management LP (Investment Manager of Brookdale International  
                                                                                  Partners, L.P. and Brookdale Global Opportunity Fund)                     
 (b) Owner or controller of interests and short positions disclosed, if           N/A                                                                       
 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   Hipgnosis Songs Fund Limited                                              
 relates:                                                                                                                                                   
 
                                                                                                                                                          
 
Use a separate form for each offeror/offeree                                                                                                              
 (d) If an exempt fund manager connected with an offeror/offeree, state this      N/A                                                                       
 and specify identity of offeror/offeree:                                                                                                                   
 (e) Date position held/dealing undertaken:                                       18 April 2024                                                             
 
                                                                                                                                                          
 
For an opening position disclosure, state the latest practicable date prior to                                                                            
 the disclosure                                                                                                                                             
 (f) In addition to the company in 1(c) above, is the discloser making            No                                                                        
 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 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:                                          Ordinary Shares – 1,209,214,286              
 
                                                                    
                                            
 
                                                                    
(ISIN: GG00BFYT9H72)                        
 
                                                                    
                                            
 
                                                                    
                                            
                                                                                  Interests             Sh 
                                                                                  
                     or 
                                                                                  
                     t 
                                                                                                        Po 
                                                                                                        si 
                                                                                                        ti 
                                                                                                        on 
                                                                                                        s 
                                                                                                        
 
                                                                                                        
  
                                                                      Number      %          Number     %          
 
                                                                    
           
          
          
          
 
                                                                    
           
          
          
          
 (1) Relevant securities owned and/or controlled:                                                                  
 
                                                                    
                      
          
          
 
                                                                    
                      
          
          
 (2) Cash-settled derivatives:                                        41,297,253  3.42                             
 
                                                                                           
          
          
 
                                                                                           
          
          
 (3) Stock-settled derivatives (including options) and agreements to                                               
 purchase/sell:                                                       
           
          
          
          
 
                                                                    
           
          
          
          
 
                                                                                                                 
 TOTAL:                                                               41,297,253  3.42                             
 
                                                                                           
          
          
 
                                                                                           
          
          
                                                                                                        
          
                                                                                                        
          


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


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  
 
                           
              
                     
               
 
                           
              
                     
               
 N/A                         N/A            N/A                   N/A             
                             
                                                    
                             
                                                    


(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,  Number of reference securities  Price per unit  
 
                           
                             increasing/reducing a long/short position                      
                               
               
 
                           
                                                                                            
                               
               
 Ordinary                    CFD                           Reducing a long position                                       2,150,000                       GBP 0.914       
 Ordinary                    CFD                           Reducing a long position                                       2,500,000                       GBP 0.914       
 Ordinary                    CFD                           Reducing a long position                                       1,000,000                       GBP 0.915       
 Ordinary                    CFD                           Reducing a long position                                       5,339,634                       GBP 0.9153      


(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.                                                     
 N/A                         N/A                                   N/A                                         N/A                                           N/A                      N/A                            N/A          N/A                                   


(ii) Exercise
 Class of relevant security  Product description  Exercising/ exercised against  Number of securities  Exercise price per unit  
                             
                                                                                                  
                             
e.g. call option                                                                                  
 N/A                         N/A                  N/A                            N/A                   N/A                      


(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                                           
 N/A                         N/A                             N/A      N/A                             


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:  19 April 2024    
 Contact name:        Mary Ferruolo    
 Telephone number:    +1 617 778 7775  


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
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.thetakeoverpanel.org.uk&esheet=53938990&newsitemid=20240419800057&lan=en-US&anchor=www.thetakeoverpanel.org.uk&index=1&md5=6a52c9dd4d6d39fd90d814594e62887e)
.



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