7 Nov 2007 17:31
TR-1 (i) NOTIFICATION OF MAJOR INTERESTS IN SHARES
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached (ii):
Charles Taylor Consulting plc
2. Reason for the notification State Yes/No An acquisition or disposal of voting rights An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached An event changing the breakdown of voting rights Other (please specify): Transferred to External Fund Manager YES 3. Full name of person(s) subject to the notification obligation BT Pension (iii): Scheme Trustees Limited as trustee of the BT Pension Scheme. See Section 9 for further information
4. Full name of shareholder(s) (if different from 3.) (iv): Hermes UK
Small Companies Focus Fund
5. Date of the transaction (and date on which the threshold is 01 November crossed
2007 or reached if different) (v): 6. Date on which issuer notified: 07 November 2007 7. Threshold(s) that is/are crossed or reached: 10% 8. Notified details:
A: Voting rights attached to shares
Class/type of Situation Resulting situation shares previous to the after the triggering if possible Triggering transaction (vii) using the ISIN transaction (vi) CODE Ordinary 1p Number Number Number Number of voting % of voting of of of rights (ix) rights Shares Voting shares Rights (viii) Direct Direct Indirect Direct Indirect (x) (xi)
GB0001883718 5,054,746 5,054,746 1,046,610 1,046,610 3,246,756 2.619% 8.124%
B: Financial Instruments
Resulting situation after the triggering transaction (xii)
Type of Expiration Exercise/ Number of % of voting financial date (xiii) Conversion voting rights instrument Period/ Date rights that may (xiv) be acquired if the instrument is exercised/ converted Total (A+B) Number of voting rights % of voting rights 4,293,366 10.742%
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable (xv):
BT Pension Scheme Trustees Limited is the parent undertaking of Britel Fund Trustees Limited, which is the parent undertaking of Hermes Pensions Management Limited. Hermes Pensions Management Limited is the parent undertaking of:
1. Hermes Investment Management Limited (voting rights held in this issuer: 2.733%)
2. Hermes Focus Asset Management Limited (voting rights held in this issuer: 7.837%)
3. Hermes Equity Ownership Services Limited (voting rights held in this issuer: 0.173%)
4. Hermes Assured Limited (included with number 1) Please see Section 13 for further information. Proxy Voting:10. Name of the proxy holder: See Comment in Section 13. 11. Number of voting rights proxy holder will cease to hold: See Comment in Section 13. 12. Date on which proxy holder will cease to hold voting rights: See Comment in Section 13. 13. Additional information:
Hermes Investment Management Limited hold the voting rights under a standing proxy contained in investment management agreements with various underying clients, which includes all the shares owned directly by BT Pension Scheme.
Hermes Focus Asset Management Limited hold the voting rights as General Partner under a standing proxy contained in limited partnership agreements with various limited partnerships.
Hermes Equity Ownership Services Limited hold the voting rights under a standing proxy contained in services agreements for the provision of corporate governance services to various underying clients.
All voting rights held on behalf of the above entities are aggregated for the purposes of DTR 5.2.1(a) and disclosed pursuant to DTR 5.1.5.
This disclosure is made by BT Pension Scheme Trustees Limited, which is the ultimate parent undertaking for the purposes of DTR 5.2.1(e).
14. Contact name: Bianca da Silva / Margaret Moss 15. Contact telephone number: 020 7680 2163 / 020 7680 2125
Annex Notification Of Major Interests In Shares (xvi)
A: Identity of the person or legal entity subject to the notification obligation Full name (including legal form for legal entities)
BT Pension Scheme Trustees Limited as trustee of the BT Pension Scheme and Hermes Pensions Management Limited.
Contact address (registered office for legal entities) Lloyds Chambers, 1 Portsoken Street, London E1 8HZ Phone number 020 7702 0888 Other useful information (at least legal representative for legal persons)
BT Pension Scheme Trustees Limited is the parent undertaking of the group of companies subject to the notification obligation as indirect holders of voting rights for the purpose of DTR 5.2.1(a) and 5.2.1(e).
B: Identity of the notifier, if applicable (xvii) Full name
Hermes Investment Management Limited as agent for BT Pension Scheme Trustees Limited.
Contact address Lloyds Chambers, 1 Portsoken Street, London E1 8HZ Phone number 020 7680 2177 / 020 7680 2125 Other useful information (e.g. functional relationship with the person or legal entity subject to the notification obligation)
Hermes Investment Management Limited acts as investment manager and agent on behalf of BT Pension Scheme Trustees Limited.
C: Additional information
Please contact Bianca da Silva on or Margaret Moss on the above number for further information.
Copy sent to Company Secretary of Charles Taylor Consulting plc Fax No: 020 7759 4950
Notes
i. This form is to be sent to the issuer or underlying issuer and to be filed with the competent authority.
ii. Either the full name of the legal entity or another method for identifying the issuer or underlying issuer, provided it is reliable and accurate.
iii. This should be the full name of (a) the shareholder; (b) the person acquiring, disposing of or exercising voting rights in the cases provided for in DTR5.2.1 (b) to (h); (c) all the parties to the agreement referred to in DTR5.2.1 (a), or (d) the direct or indirect holder of financial instruments entitled to acquire shares already issued to which voting rights are attached, as appropriate.
In relation to the transactions referred to in points 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 person 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 DTR 5.2.1 (c), the person holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and person lodging the collateral under these conditions;
- in the circumstances foreseen in DTR5.2.1(d), the person who has a life interest in shares if that person is entitled to exercise the voting rights attached to the shares and the person who is disposing of the voting rights when the life interest is created;
- in the circumstances foreseen in DTR5.2.1 (e), the parent undertaking 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 person 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.
iv. Applicable in the cases provided for in DTR 5.2.1 (b) to (h). This should be the full name of the shareholder or holder of financial instruments who is the counterparty to the natural person or legal entity referred to in DTR5.2.
v. The date of the transaction should normally be, in the case of an on exchange transaction, the date on which the matching of orders occurs; in the case of an off exchange transaction, date of the entering into an agreement.
The date on which threshold is crossed should normally be the date on which the acquisition, disposal or possibility to exercise voting rights takes effect (see DTR 5.1.1R (3)). For passive crossings, the date when the corporate event took effect. [DEL::DEL]
These dates will usually be the same unless the transaction is subject to a condition beyond the control of the parties.
vi. Please refer to the situation disclosed in the previous notification, In case the situation previous to the triggering transaction was below 3%, please state `below 3%'.
vii. If the holding has fallen below the minimum threshold , the notifying party should not be obliged to disclose the extent of the holding, only that the new holding is less than 3%.
For the case provided for in DTR5.2.1(a), there should be no disclosure of individual holdings per party to the agreement unless a party individually crosses or reaches an Article 9 threshold. This applies upon entering into, introducing changes to or terminating an agreement.
viii. Direct and indirect
ix In case of combined holdings of shares with voting rights attached `direct holding' and voting rights `indirect holdings', 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 Voting rights attached to shares in respect of which the notifying party is a direct shareholder (DTR 5.1)
xi. Voting rights held by the notifying party as an indirect shareholder (DTR 5.2.1)
xii If the holding has fallen below the minimum threshold, the notifying party should not be obliged to disclose the extent of the holding, only that the new holding is below 3%.
xiii date of maturity / expiration of the finical instrument i.e. the date when the right to acquire shares ends.
xiv If the financial instrument has such a period-please specify the period- for example once every three months starting from the [date]
xv. The notification should include the name(s) of the controlled undertakings through which the voting rights are held. The notification should also include the amount of voting rights and the percentage held by each controlled undertaking, insofar as individually the controlled undertaking holds 3% or more, and insofar as the notification by the parent undertaking is intended to cover the notification obligations of the controlled undertaking.
xvi. This annex is only to be filed with the competent authority.
xvii. Whenever another person makes the notification on behalf of the shareholder or the natural person/legal entity referred to in DTR5.2 and DTR5.3.
CHARLES TAYLOR CONSULTING PLC