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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Zigup
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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J O Hambro
Capital Management Limited
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City and
country of registered office (if applicable)
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London,
England
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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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18/11/2024
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6.
Date on which issuer notified (DD/MM/YYYY):
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19/11/2024
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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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5.001
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N/A
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5.001
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11,294,371
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Position
of previous notification (if
applicable)
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N/A
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N/A
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N/A
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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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GB00B41H7391
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11,294,371
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5.001
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SUBTOTAL
8. A
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11,294,371
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5.001
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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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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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x
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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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J O Hambro
Capital Management Limited
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5.001
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5.001
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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,
England
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Date
of completion
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19.11.2024
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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.