Holding(s) in Company
Standard Form TR-1
Standard form for
notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the
relevant issuer and to the Central Bank of Ireland)i |
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1. Identity of the issuer or the underlying issuer of
existing shares to which voting rights are
attachedii: Kenmare Resources
plc |
2. Reason for the notification (please tick the
appropriate box or boxes):[x] An acquisition or disposal of voting
rights[ ] 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:PREMIER MITON GROUP PLC |
City and country of registered office (if applicable):LONDON,
ENGLAND |
4. Full name of shareholder(s) (if different from
3.)v: |
5. Date on which the threshold was crossed or
reachedvi:20/07/2022 |
6. Date on which issuer notified:21/07/2022 |
7. Threshold(s) that is/are crossed or
reached:7% |
8. Total positions of person(s) subject to
the notification obligation: |
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% of voting rights attached to shares (total of 9.A) |
% of voting rights through financial instruments (total of 9.B.1 +
9.B.2) |
Total of both in % (9.A + 9.B) |
Total number of voting rights of issuervii |
Resulting situation on the date on which threshold was crossed or
reached |
6.971989% |
|
6.971989% |
94,921,970 |
Position of previous notification (if applicable) |
7.95% |
|
7.95% |
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9. 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 ofsharesISIN code (if
possible) |
Number of voting rightsix |
% of voting rights |
Direct |
Indirect |
Direct |
Indirect |
IE00BDC5DG00 |
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6,617,949 |
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6.971989% |
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SUBTOTAL A |
6,617,949 |
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6.971989% |
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B 1: Financial Instruments according to
Regulation 17(1)(a) of the Regulations |
Type of financial instrument |
Expirationdatex |
Exercise/ Conversion
Periodxi |
Number of voting rights that may be acquired
if the instrument is
exercised/converted. |
% of voting rights |
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SUBTOTAL B.1 |
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B 2: Financial Instruments with similar economic effect
according to Regulation 17(1)(b) of the
Regulations |
Type of financial instrument |
Expirationdatex |
Exercise/ Conversion Period
xi |
Physical or cash
settlementxii |
Number of voting rights |
% of voting rights |
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SUBTOTAL B.2 |
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10. Information in relation to the person
subject to the notification obligation (please tick the
applicable box):[ ] 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)
issuer.xiii[x]
Full chain of controlled undertakings
through which the voting rights and/or
thefinancial instruments are effectively held
starting with the ultimate controlling natural person or
legal entityxiv: |
Namexv |
% of voting rights if it equals or is higher than the
notifiable threshold |
% of voting rights through financial instruments if it
equals or is higher than the notifiable threshold |
Total of both if it equals or is higher than the notifiable
threshold |
Premier Miton Group Plc |
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Premier Asset Management Midco Ltd |
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Premier Asset Management Holdings Ltd |
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Premier Asset Management Limited |
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Premier Investment Group Ltd |
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Premier Fund Managers Ltd |
6.971989% |
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6.971989% |
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11. In case of proxy voting:
[name of the proxy holder] will
cease to hold [% and number]
voting rights as of
[date] |
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12. Additional
informationxvi: |
Done at [Guildford, UK] on [21/07/2022]
The Central Bank of Ireland (“Central Bank”) may
process personal data provided by you in order to fulfil its
statutory functions or to facilitate its business operations. Any
personal data will be processed in accordance with the requirements
of data protection legislation. Any queries concerning the
processing of personal data by the Central Bank may be directed to
dataprotection@centralbank.ie. A copy of the Central Bank’s Data
Protection Notice is available at
www.centralbank.ie/fns/privacy-statement.
Notes
i. Persons completing this form should have
regard to the requirements of the Transparency (Directive
2004/109/EC) Regulations 2007 as amended (the “Regulations”), the
Central Bank of Ireland’s Transparency Rules (the “Transparency
Rules”) and Commission Delegated Regulation (EU) 2015/761 of 17
December 2014. ii Full name of the legal entity and other
identifying specification of the issuer or underlying issuer,
provided it is reliable and accurate (e.g. address, LEI, domestic
number identity).
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 Regulation 15(b) to (h) of the Regulations (Article 10 (b) to
(h) of Directive 2004/109/EC); or (c) the holder of financial
instruments referred to in Regulation 17(1) of the Regulations
(Article 13(1) of Directive 2004/109/EC).
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 Regulation 15 of the Regulations (Article 10
of Directive 2004/109/EC), the following list is provided as an
indication of the persons who should be mentioned:
-
in the
circumstances foreseen in letter (b) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), 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 the Regulation 15 of the Regulations (Article 10 of
Directive 2004/109/EC), 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 Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), 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 Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the controlling
natural person or legal entity and, provided it has a notification
duty at an individual level under Regulation 14 of the Regulations
(Article 9 of Directive 2004/109/EC), under letters (a) to (d) of
Regulation 15 of the Regulations (Article 10 of Directive
2004/109/EC) or under a combination of any of those situations, the
controlled undertaking;
-
in the
circumstances foreseen in letter (f) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), 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 Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the natural
person or legal entity that controls the voting rights;
-
in the
circumstances foreseen in letter (h) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), 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
Regulation 15(b) to (h) of the Regulations (Article 10 (b) to (h)
of Directive 2004/109/EC). This should be the full name of the
shareholder who is the counterparty to the natural person or legal
entity referred to in Regulation 15 of the Regulations (Article 10
Directive 2004/109/EC) 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 the
requirements of the Regulations and the Transparency Rules.
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 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 in accordance with the Regulations and the
Transparency Rules the holder is not obliged to disclose the extent
of the holding only that the holding is “below 3%” or “below 5%” as
appropriate.
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 (Regulation 17(4) of the Regulations/Article
13(1a) of Directive 2004/109/EC).
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 cases in which only on
subsidiary level a threshold is crossed or reached and the
subsidiary undertaking discloses the notification, as only thus
will the markets get a full picture of the group holdings. In the
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 irrespective of whether the
controlled undertakings cross or reach the lowest applicable
threshold themselves.
xvi Example: Correction of a previous
notification.
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