Augmentum Fintech Plc - Holding(s) in Company
30 March 2019 - 3:20AM
PR Newswire (US)
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 the issuer or the underlying issuer of
existing shares to which voting rights are
attachedii: |
Augmentum Fintech Plc |
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 |
X |
An acquisition or disposal of financial instruments |
|
An event changing the breakdown of voting rights |
|
Other (please specify)iii: |
|
3. Details of person subject to the notification
obligationiv |
Name |
RIT Capital Partners plc |
City and country of registered office (if applicable) |
London, United Kingdom |
4. Full name of shareholder(s) (if different from
3.)v |
Name |
|
City and country of registered office (if applicable) |
|
5. Date on which the threshold was crossed or
reachedvi: |
28/03/2019 |
6. Date on which issuer notified (DD/MM/YYYY): |
29/03/2019 |
7. Total positions of person(s) subject to the notification
obligation |
|
% of
voting rights attached to shares (total of 8. A) |
% of voting rights through financial
instruments
(total of 8.B 1 + 8.B 2) |
Total
of both in % (8.A + 8.B) |
Total number of voting rights of issuervii |
Resulting
situation on the date on which threshold was crossed or
reached |
14.7% |
N/A |
14.7% |
94,000,000 |
Position
of previous notification (if applicable) |
16.8% |
N/A |
16.8% |
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1
8. Notified details of the resulting situation on the date
on which the threshold was crossed or
reachedviii |
A: Voting rights attached to shares |
Class/type of shares
ISIN code (if possible) |
Number of voting rightsix |
% of voting rights |
Direct
(Art 9 of Directive
2004/109/EC) (DTR5.1) |
Indirect
(Art 10 of Directive
2004/109/EC)
(DTR5.2.1) |
Direct
(Art 9 of Directive
2004/109/EC) (DTR5.1) |
Indirect
(Art 10 of Directive
2004/109/EC)
(DTR5.2.1) |
GB00BG12XV81 |
13,831,925 |
|
14.7% |
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SUBTOTAL 8. A |
13,831,925 |
14.7% |
B 1: Financial Instruments according to Art. 13(1)(a) of
Directive 2004/109/EC (DTR5.3.1.1 (a)) |
Type
of financial instrument |
Expiration datex |
Exercise/
Conversion Periodxi |
Number
of voting rights that may be acquired if the instrument is
exercised/converted. |
% of
voting rights |
N/A |
|
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|
|
|
|
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|
SUBTOTAL 8. B 1 |
|
|
B 2: Financial Instruments with similar economic effect
according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1
(b)) |
Type
of financial instrument |
Expiration datex |
Exercise/ Conversion Pe-
riod xi |
Physical or cash settlementxii |
Number
of voting rights |
% of
voting rights |
N/A |
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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 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) issuerxiii |
x |
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 entityxiv
(please add additional rows as necessary) |
|
Namexv |
% of
voting rights if it equals or is higher
than the notifiable threshold |
% of
voting rights through financial in-
struments if it equals or is higher than the notifiable
threshold |
Total of both if it equals or is higher
than the notifiable threshold |
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10. In case of proxy voting, please identify: |
|
Name of
the proxy holder |
N/A |
The
number and % of voting rights held |
|
The date
until which the voting rights will be held |
|
11.
Additional informationxvi |
|
Place
of completion |
London |
Date
of completion |
28/03/19 |
Annex: Notification of major
holdings (to be filed with the FCA only)
A: Identity of the person subject to the notification
obligation |
Full name
(including legal form for legal entities) |
RIT
Capital Partners plc |
Contact
address (registered office for legal entities) |
27 St
James’s Place, London, SW1A 1NR |
E-Mail |
legal@ritcap.co.uk |
Phone
number / Fax number |
Tel: 0207
493 8111 (Please ask for Mark Hammond)
Fax: 0207 493 5765 |
Other
useful information
(at least legal representative for legal persons) |
|
B:
Identity of the notifier, if applicable |
|
Full
name |
N/A |
Contact
address |
|
E-Mail |
|
Phone
number / Fax number |
|
Other
useful information (e.g. functional relationship with the person or
legal entity subject to the notification obligation) |
|
C: Additional information |
|
Please send the completed form together
with this annex to the FCA at the following email address:
Majorshareholdings@fca.org.uk. Please send in Microsoft Word format
if possible.
Notes
-
Please note that national forms may vary due to specific
national legislation (Article 3(1a) of Directive 2004/109/EC) as
for instance the applicable thresholds or information regarding
capital holdings.
-
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.
-
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.
-
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)/ Article 10 (b) to (h) of Directive 2004/109/EC; (c) all
parties to the agreement referred to in Article 10 (a) of Directive
2004/109/EC (DTR5.2.1 (a)) or (d) the holder of financial
instruments referred to in Article 13(1) of Directive 2004/109/EC
(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 points (b) to (h)
of Article 10 of Directive 2004/109/EC (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 letter (b) of Article 10 of
that Directive (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 letter (c) of Article 10 of
that Directive (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 letter (d) of Article 10 of
that Directive (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 letter (e) of Article 10 of
that Directive (DTR5.2.1 (e)), the controlling natural person or
legal entity and, provided it has a notification duty at an
individual level under Article 9 (DTR 5.1), under letters (a) to
(d) of Article 10 of that Directive (DTR5.2.1 (a) to (d)) or under
a combination of any of those situations, the controlled
undertaking;
-
in the circumstances foreseen in letter (f) of Article 10 of
that Directive (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 letter (g) of Article 10 of
that Directive (DTR5.2.1 (g)), the natural person or legal entity
that controls the voting rights;
-
in the circumstances foreseen in letter (h) of Article 10 of
that Directive (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).
-
Applicable in the cases provided for in Article 10 (b) to (h) of
Directive 2004/109/EC (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 in Article 10 of that Directive
(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).
-
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.
-
The total number of voting rights 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.
-
If the holding has fallen below the lowest applicable threshold
in accordance with national law, please note that it might not be
necessary in accordance with national law to disclose the extent of
the holding, only that the new holding is below that threshold.
-
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.
-
Date of maturity/expiration of the financial instrument i.e. the
date when right to acquire shares ends.
-
If the financial instrument has such a period – please specify
this period – for example once every 3 months starting from
[date].
-
In case of cash settled instruments the number and percentages
of voting rights is to be presented on a delta-adjusted basis
(Article 13(1a) of Directive 2004/109/EC) (DTR 5.3.3.A).
-
If the person subject to the notification obligation is either
controlled and/or does control another undertaking then the second
option applies.
-
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 thus 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
leaving a row free between different chains (e.g.: A, B, C, free
row, A, B, D, free row, A, E, F etc.).
-
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.
-
Example: Correction of a previous notification.
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