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
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(a) Identity of the person
whose positions/dealings are being disclosed:
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Glazer
Capital, LLC
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(b) Owner or controller of
interests and short positions disclosed, if different from
1(a):
The
naming of nominee or vehicle companies is
insufficient
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N/A
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(c) Name of offeror/offeree
in relation to whose relevant securities this form
relates:
Use
a separate form for each offeror/offeree
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Hipgnosis Songs Fund
Limited
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(d) If an exempt fund manager
connected with an offeror/offeree, state this and specify identity
of offeror/offeree:
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N/A
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(e) Date position
held/dealing undertaken:
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July 23,
2024
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(f) Has the discloser
previously disclosed, or are they today disclosing, under the Code
in respect of any other party to this offer?
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NO
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2. POSITIONS
OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and
short positions in the relevant securities of the offeror or
offeree to which the disclosure relates following the dealing (if
any)
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Class of relevant
security:
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ordinary
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Interests
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Short
positions
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Number
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%
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Number
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%
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(1) Relevant securities owned
and/or controlled:
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84,948,880
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7.03%
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(2) Derivatives (other than
options):
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34,567,011
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2.86%
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(3) Options and agreements to
purchase/sell:
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TOTAL:
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119,515,891
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9.88%
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All
interests and all short positions should be
disclosed.
Details of any open derivative or option positions, 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
executive options)
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Class of relevant security in
relation to which subscription right exists:
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Details, including nature of
the rights concerned and relevant percentages:
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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.
3. DEALINGS
(IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and
sales
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Class of relevant
security
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Purchase/sale
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Number of
securities
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Price per
unit
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(b) Derivatives
transactions (other than options)
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Class of relevant
security
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Product
description
e.g. CFD
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Nature of
dealing
e.g. opening/closing a
long/short position, increasing/reducing a long/short
position
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Number of reference
securities
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Price per
unit
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ordinary
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Total equity return swaps
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Increasing a long position
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400,000
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1.30 USD
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(c) Options
transactions in respect of existing securities
(i) Writing,
selling, purchasing or varying
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Class of relevant
security
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Product
description e.g. call
option
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Writing, purchasing, selling,
varying etc.
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Number of securities to which
option relates
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Exercise price per
unit
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Type
e.g. American, European
etc.
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Expiry date
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Option money paid/ received
per unit
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(ii)
Exercising
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Class of relevant
security
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Product
description
e.g. call
option
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Number of
securities
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Exercise price per
unit
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(d) Other dealings
(including subscribing for new securities)
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Class of relevant
security
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Nature of
dealing
e.g. subscription,
conversion
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Details
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Price per unit (if
applicable)
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The
currency of all prices and other monetary amounts should be
stated.
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.
4. OTHER
INFORMATION
(a) Indemnity and
other dealing arrangements
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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:
If there are no such
agreements, arrangements or understandings, state
"none"
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None
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(b) Agreements,
arrangements or understandings relating to options or
derivatives
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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"
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None
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(c)
Attachments
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Is a Supplemental Form 8
(Open Positions) attached?
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NO
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Date of disclosure:
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July 24,
2024
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Contact name:
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Ava Lederer
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Telephone number:
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212-808-7306
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Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service and must also be emailed to the
Takeover Panel at monitoring@disclosure.org.uk.
The Panel's Market Surveillance Unit is available for consultation
in relation to the Code's dealing disclosure requirements on +44
(0)20 7638 0129.
The
Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.