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: |
Medcaw Investments plc |
| 1b.
Please indicate if the issuer is a non-UK issuer (please
mark with an “X” if appropriate) |
| Non-UK
issuer |
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| 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 |
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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 |
| Name |
JIM
Nominees |
| City and
country of registered office (if applicable) |
UK |
| 4. Full
name of shareholder(s) (if different from 3.)v |
| Name |
Sebastian
Marr |
| City and
country of registered office (if applicable) |
|
| 5. Date
on which the threshold was crossed or
reachedvi: |
14/4/23 |
| 6. Date
on which issuer notified (DD/MM/YYYY): |
14/4/23 |
| 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 |
15.38% |
|
15.38% |
17,132,095
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Position
of previous notification (if
applicable) |
13.94% |
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| 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) |
|
GB00BM8SQP62 |
2,634,069 |
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15.38% |
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SUBTOTAL 8. A |
2,634,069 |
15.38% |
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| 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 |
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SUBTOTAL 8. B 1 |
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| 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 Period xi |
Physical
or cash
settlementxii |
Number of voting rights |
% of voting rights |
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SUBTOTAL 8.B.2 |
0 |
0 |
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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 |
|
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 instruments 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 |
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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 |
London |
| Date of
completion |
19/4/23 |
| 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) |
|
| Contact
address (registered office for legal entities) |
|
|
E-Mail |
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| Phone
number / Fax number |
|
Other useful information
(at least legal representative for legal persons) |
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| B:
Identity of the notifier, if applicable |
| Full
name |
|
| Contact
address |
|
|
E-Mail |
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| Phone
number / Fax number |
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| Other
useful information (e.g. functional relationship with the person or
legal entity subject to the notification obligation) |
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| C:
Additional information |
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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
i 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.
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)/ 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).
v 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).
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 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.
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 (Article 13(1a) of Directive 2004/109/EC) (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.
