Change in substantial holding
Released
Released
Announcement PDF
Level 21
333 Collins Street
Melbourne VIC 3000
Wurundjeri Country
www.abl.com.au
28 June 2024
By electronic lodgement
Market Announcements Office
ASX Limited
Exchange Centre
20 Bridge Street
Sydney NSW 2000
File No.
011923603
Contact
Luke Jedynak
Direct 61 3 9229 9897
ljedynak@abl.com.au
Partner
Jeremy Leibler
Direct 61 3 9229 9744
jleibler@abl.com.au
Form 604 – Notice of change of interests of substantial holder
We act for Saba Capital Management GP, L.L.C and its controlled entities (Saba Capital
Group).
In accordance with section 671B(1)(b) of the Corporations Act 2001 (Cth) and Guidance Note
20: Equity Derivatives issued by the Takeovers Panel, we enclose a notice of change of interests
of substantial holder for Saba Capital Group in respect of its securityholding in Hearts and Minds
Investments Limited (ASX: HM1) (HM1) together with a disclosure of its long equity derivative
position in HM1.
Yours sincerely
Arnold Bloch Leibler
Partners
Mark M Leibler AC
Henry D Lanzer AM
Joseph Borensztajn AM
Leon Zwier
Philip Chester
Ross A Paterson
Stephen L Sharp
Kevin F Frawley
Zaven Mardirossian
Jonathan M Wenig
Paul Sokolowski
Paul Rubenstein
Peter M Seidel
John Mitchell
Ben Mahoney
Jonathan Milner
John Mengolian
Matthew Lees
Genevieve Sexton
Jeremy Leibler
Nathan Briner
Justin Vaatstra
Clint Harding
Susanna Ford
Tyrone McCarthy
Teresa Ward
Christine Fleer
Jeremy Lanzer
Bridget Little
Gia Cari
Jason van Grieken
Elyse Hilton
Jonathan Ortner
Stephen Lloyd
Scott Phillips
Gavin Hammerschlag
Shaun Cartoon
Damien Cuddihy
Dorian Henneron
Rebecca Zwier
Ben Friis-O’Toole
Raphael Leibler
Gabriel Sakkal
Consultants
Jane C Sheridan
Kenneth A Gray
Special Counsel
Sam Dollard
Laila De Melo
Emily Simmons
Bridgid Cowling
Rachel Soh
Are Watne
Brianna Youngson
Jeremy Leibler
Partner
Enc
ABL/44894920v1
Senior Associates
Briely Trollope
Laura Cochrane
Greg Judd
Elly Bishop
Mark Macrae
David Monteith
Lisa Garson
Vidushee Deora
Luke Jedynak
Emily Korda
Michael Repse
Anna Sapountsis
Alexandra Harrison-Ichlov
Claire Southwell
Luise Squire
Ari Bendet
Matthew Davies
Grace Cho
Lucy Eastoe
Michelle Ainsworth
Micaela Bernfield
Crosby Radburn
Jessica Wills
George Bassil
Harriet Craig
Ellie Mason
Jessica Ortner
Cameron Sivwright
Andrew Spierings
Freeman Zhong
Ben Chahoud
Ora-Tali Korbl
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme
Hearts and Minds Investments Limited (HM1)
ACN/ARSN
628 753 220
1.
Details of substantial holder (1)
Name
Saba Capital Management GP, L.L.C. and each of the persons listed in Part 4 below (together the Saba
Capital Group).
ACN/ARSN (if applicable)
There was a change in the interests of the
substantial holder on
25 June 2024
The previous notice was given to the company on
18 June 2024
The previous notice was dated
18 June 2024
2.
Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or
an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the
company or scheme, are as follows:
Class of securities (4)
Fully paid ordinary
securities
3.
Previous notice
Person’s votes
Voting power (5)
Present notice
Person’s votes
Voting power (5)
23,957,242
10.4624%
20,741,756
9.0582%
Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of
the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are
as follows:
Person whose
relevant
interest
changed
Nature of change (6)
Consideration
given in relation to
change (7)
Class and number of
securities affected
Person’s
votes
affected
17/6/2024
CEF 1 Fund
On market acquisition
AUD 168,963.83
65,237 fully paid
ordinary shares
65,237
18/6/2024
CEF 1 Fund
On market acquisition
AUD 520,000.00
200,000 fully paid
ordinary shares
200,000
24/6/2024
CEF 1 Fund
On market acquisition
AUD 9,105.51
3,543
fully
paid
ordinary shares
3,543
25/6/2024
CEF 1 Fund
On market acquisition
AUD 25,807.68
9,888
fully
paid
ordinary shares
9,888
Date
change
of
4.
25/6/2024
Master Fund
On market disposition
AUD 9,135,000.00
3,500,000 fully paid
ordinary shares
3,500,000
26/6/2024
CEF 1 Fund
On market acquisition
AUD 15,141.14
5,846
fully
paid
ordinary shares
5,846
Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of relevant
interest
Registered
holder of
securities
Person
entitled to
be
registered
as holder (8)
CIO Fund
Saba Capital Income
& Opportunities Fund
(CIO Fund)
CIO Fund
Saba Capital Income
& Opportunities Fund
II (CIO Fund II)
CIO Fund
II
CIO Fund II
Saba Capital Master
Fund, Ltd. (Master
Fund)
Master
Fund
Master Fund
Saba Capital Partners,
L.P. (Feeder 1)
Master
Fund
Master Fund
Saba Capital Offshore
Fund, Ltd. (Feeder 2)
Master
Fund
Master Fund
Saba Capital CEF
Opportunities 1, Ltd.
(CEF 1 Fund)
CEF 1
Fund
CEF 1 Fund
Saba Capital CEF
Opportunities 1
Onshore, L.P. (Feeder
3)
CEF 1
Fund
CEF 1 Fund
Saba Capital CEF
Opportunities 1
Offshore, Ltd. (Feeder
4)
CEF 1
Fund
CEF 1 Fund
Saba Capital Bluebird
Fund, Ltd. (Blue Fund)
Blue Fund
Blue Fund
Saba Capital, LLC
(General Partner 1)
Master
Fund
Master Fund
and CEF 1
Fund
Saba Capital
Management L.P.
(Manager)
CIO Fund,
CIO Fund
II, CEF 1
Fund, Blue
Fund and
Master
Holding
Funds
Nature of relevant
interest (6)
Class and
number of
securities
Person’s votes
Relevant interest under
section 608(1)(a) of the
Corporations Act 2001
(Cth) (the Act) as the
registered holder of
shares.
Relevant interest under
section 608(1)(a) of the
Corporations Act 2001
(Cth) (the Act) as the
registered holder of
shares.
Relevant interest under
section 608(1)(a) of the
Act as the registered
holder of shares.
Relevant interest under
section 608(3)(a) of the
Act as a result of
holding over 20% of the
issued share capital of
the Master Fund.
Relevant interest under
section 608(3)(a) of the
Act as a result of
holding over 20% of the
issued share capital of
the Master Fund.
Relevant interest under
section 608(1)(a) of the
Act as the registered
holder of shares.
Relevant interest under
section 608(3)(a) of the
Act as a result of
holding over 20% of the
issued share capital of
the CEF1 Fund.
Relevant interest under
section 608(3)(a) of the
Act as a result of
holding over 20% of the
issued share capital of
the CEF1 Fund.
Relevant interest under
section 608(1)(a) of the
Act as the registered
holder of shares.
Relevant interest under
paragraph 608(3)(b) of
the Act, being a
relevant interest arising
from having the power
to control in its capacity
as general partner of
Feeder 1 and Feeder 3.
Relevant interest under
paragraph 608(1)(b)
and/or 608(1)(c) of the
Act, being a relevant
interest arising from
having the power to
836,372
836,372
1,524,301
1,524,301
14,019,718
14,019,718
14,019,718
14,019,718
14,019,718
14,019,718
2,418,072
2,418,072
2,418,072
2,418,072
2,418,072
2,418,072
1,943,293
1,943,293
16,437,790
16,437,790
20,741,756
20,741,756
Holder of relevant
interest
Registered
holder of
securities
Person
entitled to
be
registered
as holder (8)
Fund
(Holding
Funds)
5.
Saba Capital
Management GP
L.L.C. (General
Partner 2)
Holding
Funds
Holding
Funds
Boaz R. Weinstein
(Weinstein)
Holding
Funds
Holding
Funds
Nature of relevant
interest (6)
control the exercise of
the right to vote
attached to securities
and/or to control the
exercise of the power
to dispose of securities
in its capacity as
investment manager of
the Holding Funds.
Relevant interest under
paragraph 608(3)(b) of
the Act, being a
relevant interest arising
from having the power
to control in its capacity
as general partner of
the Manager.
Relevant interest under
section 608(3)(b) of the
Act as a result of
controlling General
Partner 2.
Class and
number of
securities
Person’s votes
20,741,756
20,741,756
20,741,756
20,741,756
Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the
substantial holder in relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable)
6.
Nature of association
Addresses
The addresses of persons named in this form are as follows:
Name
Address
Each member of the Saba Capital Group and each
entity listed in Part 5
405 Lexington Ave #58, New York, NY 10174, United States
Signature
print name
David Han
capacity Deputy Chief Compliance Officer
_____________________________________________________________________
sign here
date
28 June 2024
_______________________________________________________
For announcement to the ASX
28 June 2024
Attention: Hearts and Minds Investments Limited (ASX: HM1)
Disclosure of Long Equity Derivative Positions
We refer to Guidance Note 20: Equity Derivatives (GN20), issued by the Australian Takeovers Panel.
Terms not defined in this notice have the meanings given to them in GN20.
GN20 relevantly provides that the non-disclosure of long positions, including long equity derivative
positions, may give rise to unacceptable circumstances. Saba Capital Management GP, L.L.C (Saba
Capital) discloses the following information on behalf of it and its controlled entities:
Identity of the taker:
Saba Capital Management, L.P.
Relevant securities:
Shares in Hearts and Minds Investments Limited
Price (including reference price,
strike price, option price etc as
appropriate):
N/A
Entry date:
Number of securities to which
the derivative relates:
3,500,000 shares
Type of derivative (e.g. contract
for difference, cash settled put
or call option):
Total Return Swap
Any material changes to
information previously
disclosed:
The entry into this derivative position does not result in any
material change in the relevant interests in securities of Saba
Capital or its controlled entities from those which are
described in the Form 604 filed by Saba Capital on 28 June
2024.
Relevant interests in securities:
None
Long equity derivative positions
and relevant interests held by
the taker and its associates:
Saba and its associates have no other long equity derivative
positions in Hearts and Minds Investments Limited.
Short equity derivative positions
that offset physical positions:
None
Short positions of more than 1%
that have been acquired after a
long position is disclosed,
whether by notice or substantial
holding notice:
None
Yours sincerely
David Han
Deputy Chief Compliance Officer
Saba Capital Management, L.P.
Saba issued a Form 604 in relation to shares it holds in the
entity on 28 June 2024, which disclosed its relevant interests in
20,741,756 ordinary shares in Hearts and Minds Investments
Limited (Equities).
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