Last checked at 15 Jun 2023 13:45
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Audioboom Group plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | X | |||||
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 | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify)iii: | ||||||
3. Details of person subject to the notification obligationiv | ||||||
Name | ELIOT AND LUTHER (SINGAPORE) PTE. LTD. | |||||
City and country of registered office (if applicable) | Singapore | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | ||||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reachedvi: | 13 June 2023 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 15 June 2023 | |||||
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 | 8.372317% | 8.372317% | 1,371,129 | |||
Position of previous notification (if applicable) | - | - | ||||
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 ofshares 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) | ||||||
150,000 | 1,221,129 | 0.915922% | 7.456395% | ||||||
SUBTOTAL 8. A | 1,371,129 | 8.372317% | |||||||
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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 | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
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 | Expirationdatex | Exercise/Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
| 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") | ||||
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 thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | X | |||
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 | |
ELIOT AND LUTHER (SINGAPORE) PTE. LTD. | 8.372317% | 8.372317% | ||
Joel Richard Hogarth (controller of ELIOT AND LUTHER (SINGAPORE) PTE. LTD.) | - | - | ||
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10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | ||||
The number and % of voting rights held | ||||
The date until which the voting rights will be held | ||||
11. Additional informationxvi | ||||
Eliot and Luther (Singapore) Pte Ltd (E&L) has received powers of attorneys to vote 1,221,129 Audioboom Group plc (Audioboom) shares from holders who have been separately identified in a notification to the issuer in compliance with DTR 5.2.3.
The powers of attorneys provide that E&L has full discretion to exercise voting rights with respect to the Audioboom shares in accordance with the following Consortium Objectives:
a) Requesting an independent director to be appointed to the Audioboom Board with a view to representing the interests of long term stock holders.
b) Requesting a statement from each director of the Audioboom Board that they and their affiliates will not be involved in stock lending or short selling and asking any directors unwilling or unable to make such statement to resign with immediate effect.
c) Seeking to work with the Audioboom Board to introduce and explore partnership opportunities which could expand its businesses into under-served non-English language markets, specifically in Asia and Latin America.
d) Commencing a formal dialogue with the Audioboom Board to present it with concrete options on how to unlock material value for shareholders in the near, medium and longer term.
As of 13 June 2023, Eliot & Luther (Singapore) Pte Ltd has received signatures to a Consortium Agreement dated 15 February 2023 separate to the above Audioboom Group plc shares. This does not confer voting rights, but does set out (a) the above Consortium Objectives, and (b) restrictions on transfer and short selling.
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Place of completion | Singapore |
Date of completion | 15 June 2023 |