TR-1: Standard form for notification
of major holdings
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NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and
to the FCA in Microsoft Word format if
possible)i
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1a.
Identity of the issuer or the underlying issuer of existing shares
to which voting rights are attachedii:
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FD
TECHNOLOGIES PLC
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1b.
Please indicate if the issuer is a non-UK
issuer (please mark with an
"X" if appropriate)
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Non-UK issuer
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2.
Reason for the notification (please
mark the appropriate box or boxes with an "X")
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An acquisition or disposal of voting
rights
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An acquisition or disposal of
financial instruments
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X
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An event changing the breakdown of
voting rights
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Other (please
specify)iii:
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3.
Details of person subject to the notification
obligationiv
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Name
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Irenic Capital Management
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City and country of registered office
(if applicable)
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New York, United States
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4.
Full name of shareholder(s) (if
different from 3.)v
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Name
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City and country of registered office
(if applicable)
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5.
Date on which the threshold was crossed or
reachedvi:
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17/04/2024
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6.
Date on which issuer notified
(DD/MM/YYYY):
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19/04/2024
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7.
Total positions of person(s) subject to the notification
obligation
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% of
voting rights attached to shares (total of 8. A)
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% of
voting rights through financial instruments
(total of 8.B 1 + 8.B 2)
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Total of
both in % (8.A + 8.B)
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Total number of voting rights held in
issuervii
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Resulting situation on the date on
which threshold was crossed or reached
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0%
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14.073192%
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14.073192%
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3,965,097.00
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Position of previous notification
(if
applicable)
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0%
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13.187510%
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13.187510%
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8.
Notified details of the resulting situation on the date on which
the threshold was crossed or reachedviii
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A:
Voting rights attached to shares
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Class/type of
shares
ISIN code (if possible)
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Number of voting rightsix
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% of
voting rights
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Direct
(DTR5.1)
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Indirect
(DTR5.2.1)
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Direct
(DTR5.1)
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Indirect
(DTR5.2.1)
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SUBTOTAL 8. A
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B 1:
Financial Instruments according to DTR5.3.1R (1)
(a)
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Type
of financial instrument
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Expiration
datex
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Exercise/
Conversion Periodxi
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Number of voting rights that may be acquired if the instrument
is
exercised/converted.
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% of
voting rights
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SUBTOTAL 8. B 1
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B 2:
Financial Instruments with similar economic effect according to
DTR5.3.1R (1) (b)
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Type
of financial instrument
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Expiration
datex
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Exercise/
Conversion Period xi
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Physical or cash
settlementxii
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Number of voting rights
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% of
voting rights
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Swap
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Cash Settled
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3,965,097.00
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14.073192%
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SUBTOTAL 8.B.2
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3,965,097.00
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14.073192%
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9.
Information in relation to the person subject to the notification
obligation (please mark
the
applicable box with an
"X")
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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
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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)
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x
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Namexv
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% of voting rights if it
equals or is higher than the notifiable threshold
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% of voting rights through
financial instruments if it equals or is higher than the notifiable
threshold
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Total of both if it equals or
is higher than the notifiable threshold
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Irenic Capital Opportunity Master
Fund LP
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Irenic Capital Evergreen Master Fund
LP
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10.
In case of proxy voting, please identify:
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Name of the proxy holder
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The number and % of voting rights
held
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The date until which the voting
rights will be held
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11.
Additional informationxvi
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Place of completion
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London
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Date
of completion
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19/04/2024
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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:
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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;
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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;
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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;
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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;
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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;
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in the circumstances foreseen in DTR5.2.1 (g), the natural person
or legal entity that controls the voting rights;
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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 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.).
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.
