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 attached ii:
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FUNDING CIRCLE HOLDINGS
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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X
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An acquisition or disposal of
financial instruments
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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 obligation iv
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Name
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Zedra Trust Company
(Guernsey)
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City and country of registered
office (if applicable)
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St Peter Port, Guernsey
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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 reached vi:
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17/9/2024
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6. Date on which
issuer notified (DD/MM/YYYY):
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19/9/2024
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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 issuer (8.A + 8.B) vii
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Resulting situation on the date on
which threshold was crossed or reached
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2.90
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0
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2.90
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9,790,389
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Position of previous notification
(if
applicable)
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3.90
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0
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3.90
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13,941,138
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8. Notified
details of the resulting situation on the date on which the
threshold was crossed or reached viii
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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
rights ix
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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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GB00BG0TPX62
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9,790,389
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2.90
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SUBTOTAL 8.
A
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9,790,389
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2.90
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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
date
x
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Exercise/
Conversion
Period
xi
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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
date
x
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Exercise/
Conversion
Period xi
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Physical or
cash
Settlement
xii
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Number of voting
rights
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% of voting
rights
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SUBTOTAL
8.B.2
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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) issuer
xiii
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X
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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 entity (please add additional rows as
necessary) xiv
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Name
xv
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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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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
information xvi
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Place of
completion
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London, UK
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Date of
completion
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19 September 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:
- 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.