Rogue Baron Plc Holding(s) in Company
30 August 2023 - 11:58PM
UK Regulatory
TIDMSHNJ
TR-1: Standard form for notification of major holdings
[][][][][][][]
NOTIFICATION OF
MAJOR HOLDINGS
(to
be sent to the
relevant issuer
and
to the FCA in
Microsoft Word
format
if possible) [i]
1a. Identity of Rogue Baron Plc
the issuer or the
underlying issuer
of existing
shares
to which voting
rights are
attached
[ii]:
1b. Please
indicate if the
issuer is
a non-UK issuer
(please mark
with
an "X" if
appropriate)
Non-UK issuer
2. Reason for the
notification
(please mark the
appropriate box
or
boxes with an
"X")
An acquisition or
disposal of
voting
rights
An acquisition or
disposal of
financial
instruments
An event changing X
the breakdown of
voting rights
Other (please
specify) [iii]:
3. Details of
person subject to
the
notification
obligation [iv]
Name Gunsynd plc
City and country London, England
of registered
office (if
applicable)
4. Full name of
shareholder(s)
(if
different from
3.) [v]
Name
City and country
of registered
office (if
applicable)
5. Date on which 23 August 2023
the threshold was
crossed or
reached [vi]:
6. Date on which 30 August 2023
issuer notified
(DD/MM/YYYY):
7. Total
positions of
person(s)
subject to the
notification
obligation
% of voting % of voting Total of both Total
rights rights in % (8.A + number of
attached to through 8.B) voting
shares financial rights
(total instruments held in
of 8. A) (total of issuer
8.B 1 + 8.B (8.A +
2) 8.B) [vii]
Resulting 22.28% - 22.28% 21,543,563
situation on the
date on
which threshold
was crossed or
reached
Position of 23.93% - 23.93%
previous
notification
(if applicable)
[][][][][][][]
8. Notified
details of the
resulting
situation on
the date on
which the
threshold was
crossed or
reached [viii]
A: Voting
rights
attached to
shares
Class/type of Number of voting % of voting rights
sharesISIN rights [ix]
code (if
possible)
Direct(DTR5.1) Indirect (DTR5.2.1) Direct(DTR5.1) Indirect(DTR5.2.1)
Ordinary 21,543,563 -
22.28% -
GB00BKPJXC41
SUBTOTAL 8. A 21,543,563
22.28%
B 1: Financial
Instruments
according to
DTR5.3.1R (1)
(a)
Type of Expiration Exercise/ Number of
% of
financial date [x] Conversion voting
voting
instrument Period rights
rights
[xi] that may
be
acquired
if the
instrument
is
exercised/c
onverted.
SUBTOTAL -
-
8. B 1
/
B 2: Financial
Instruments
with similar
economic
effect
according to
DTR5.3.1R (1)
(b)
Type of Expiration Exercise/ Physical or
Number of voting rights % of
financial date [x] Conversion cash
voting
instrument Period Settlement
rights
[xi] [xii]
SUBTOTAL 8.B.2 -
-
[][][][]
9. Information
in relation to
the person
subject to the
notification
obligation
(please mark
the applicable
box with an
"X")
Person subject x
to the
notification
obligation is
not controlled
by any natural
person or
legal entity
and does not
control any
other
undertaking(s)
holding
directly or
indirectly an
interest in
the
(underlying)
issuer [xiii]
Full chain of
controlled
undertakings
through which
the voting
rights and/or
the
financial
instruments
are
effectively
held starting
with the
ultimate
controlling
natural person
or legal
entity (please
add additional
rows as
necessary)
[xiv]
Name [xv] % of voting rights if it equals or is % of voting Total of both
higher than the notifiable threshold rights if it equals or
through is higher than
financial the notifiable
instruments threshold
if it
equals or
is higher
than the
notifiable
threshold
10. In case of
proxy voting,
please
identify:
Name of the
proxy holder
The number and
% of voting
rights held
The date until
which the
voting rights
will be held
11. Additional
information
[xvi]
Place of completion London, England
Date of completion 30 August 2023
Notes
[i] Please note this form should be read jointly with the applicable Disclosure
Guidance and Transparency Rules Chapter 5 (DTR5) available on the following
link: https://www.handbook.fca.org.uk/handbook/DTR/5/?view=chapter
[ii] Full name of the legal entity and further specification of the issuer or
underlying issuer, provided it is reliable and accurate (e.g. address, LEI,
domestic number identity). Indicate in the relevant section whether the issuer
is a non UK issuer.
[iii] Other reason for the notification could be voluntary notifications,
changes of attribution of the nature of the holding (e.g. expiring of financial
instruments) or acting in concert.
[iv] This should be the full name of (a) the shareholder; (b) the natural person
or legal entity acquiring, disposing of or exercising voting rights in the cases
provided for in DTR5.2.1 (b) to (h); (c) all parties to the agreement referred
to in DTR5.2.1 (a) or (d) the holder of financial instruments referred to in
DTR5.3.1.
As the disclosure of cases of acting in concert may vary due to the specific
circumstances (e.g. same or different total positions of the parties, entering
or exiting of acting in concert by a single party) the standard form does not
provide for a specific method how to notify cases of acting in concert.
In relation to the transactions referred to in DTR5.2.1 (b) to (h), the
following list is provided as indication of the persons who should be mentioned:
- in the circumstances foreseen in DTR5.2.1 (b), the natural person or legal
entity that acquires the voting rights and is entitled to exercise them under
the agreement and the natural person or legal entity who is transferring
temporarily for consideration the voting rights;
- in the circumstances foreseen in DTR5.2.1 (c), the natural person or legal
entity holding the collateral, provided the person or entity controls the voting
rights and declares its intention of exercising them, and natural person or
legal entity lodging the collateral under these conditions;
- in the circumstances foreseen in DTR5.2.1 (d), the natural person or legal
entity who has a life interest in shares if that person or entity is entitled to
exercise the voting rights attached to the shares and the natural person or
legal entity who is disposing of the voting rights when the life interest is
created;
- in the circumstances foreseen in DTR5.2.1 (e), the controlling natural person
or legal entity and, provided it has a notification duty at an individual level
under DTR 5.1, under DTR5.2.1 (a) to (d) or under a combination of any of those
situations, the controlled undertaking;
- in the circumstances foreseen in DTR5.2.1 (f), the deposit taker of the
shares, if he can exercise the voting rights attached to the shares deposited
with him at his discretion, and the depositor of the shares allowing the deposit
taker to exercise the voting rights at his discretion;
- in the circumstances foreseen in DTR5.2.1 (g), the natural person or legal
entity that controls the voting rights;
- in the circumstances foreseen in DTR5.2.1 (h), the proxy holder, if he can
exercise the voting rights at his discretion, and the shareholder who has given
his proxy to the proxy holder allowing the latter to exercise the voting rights
at his discretion (e.g. management companies).
[v] Applicable in the cases provided for in DTR5.2.1 (b) to (h). This should be
the full name of the shareholder who is the counterparty to the natural person
or legal entity referred to DTR5.2 unless the percentage of voting rights held
by the shareholder is lower than the lowest notifiable threshold for the
disclosure of voting rights holdings in accordance with national practices (e.g.
identification of funds managed by management companies).
[vi] The date on which threshold is crossed or reached should be the date on
which the acquisition or disposal took place or the other reason triggered the
notification obligation. For passive crossings, the date when the corporate
event took effect.
[vii] The total number of voting rights held in the issuer shall be composed of
all the shares, including depository receipts representing shares, to which
voting rights are attached even if the exercise thereof is suspended.
[viii] If the holding has fallen below the lowest applicable threshold, please
note that it might not be necessary to disclose the extent of the holding, only
that the new holding is below that threshold.
[ix] In case of combined holdings of shares with voting rights attached "direct
holding" and voting rights "indirect holding", please split the voting rights
number and percentage into the direct and indirect columns - if there is no
combined holdings, please leave the relevant box blank.
[x] Date of maturity/expiration of the financial instrument i.e. the date when
right to acquire shares ends.
[xi] If the financial instrument has such a period - please specify this period
- for example once every 3 months starting from [date].
[xii] In case of cash settled instruments the number and percentages of voting
rights is to be presented on a delta-adjusted basis (DTR 5.3.3.A).
[xiii] If the person subject to the notification obligation is either controlled
and/or does control another undertaking then the second option applies.
[xiv] The full chain of controlled undertakings starting with the ultimate
controlling natural person or legal entity has to be presented also in the
cases, in which only on subsidiary level a threshold is crossed or reached and
the subsidiary undertaking discloses the notification as only in this way will
the markets get always the full picture of the group holdings. In case of
multiple chains through which the voting rights and/or financial instruments are
effectively held the chains have to be presented chain by chain by numbering
each chain accordingly. Please see the below example:
Name of ultimate controlling person A (chain 1)
Name of controlled undertaking B
Name of controlled undertaking C
Name of ultimate controlling person A (chain 2)
Name of controlled undertaking B
Name of controlled undertaking D
Name of ultimate controlling person A (chain3)
Name of controlled undertaking E
Name of controlled undertaking F
[xv] The names of controlled undertakings through which the voting rights and/or
financial instruments are effectively held have to be presented irrespectively
whether the controlled undertakings cross or reach the lowest applicable
threshold themselves.
[xvi] Example: Correction of a previous notification.
This information was brought to you by Cision http://news.cision.com
https://news.cision.com/rogue-baron-plc/r/holding-s--in-company,c3826671
END
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