Last checked at 1 Sep 2020 11:46
01 September 2020
Distribution Finance Capital Holdings plc("DFC" or the "Company" or together with its subsidiaries the "DFC Group")
Changes to interests of a significant shareholder and PDMR Notification
The Group has received a notification of a change in the interests of a significant shareholder. The following details are now notified:
(a) Identity of the significant shareholder: Watrium AS
(b) Dates of relevant change: 21 August 2020 and 25 August 2020
(d) Price, amount and class: 15,349,484 ordinary shares of 1p each; price not disclosed
(e) Nature of transaction: sale and purchase of shares
(f) Nature and extent of significant shareholder's interest: direct interests
(g) Resultant shareholding: 15.35 % to 14.39% and then15.35% once more
A copy of the TR1 notifications received from this investor is set out here:
NOTIFICATION OF MAJOR HOLDINGS | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Distribution Finance Capital Holdings plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | ||||||
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 | Watrium AS | |||||
City and country of registered office (if applicable) | Oslo, Norway | |||||
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: | 20/08/2020 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 21/08/2020 | |||||
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 | 14.39% | 14.39% | 15,349,484 | |||
Position of previous notification (if applicable) | 15.35%
| 15.35% | ||||
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) | ||||||
GB00BJ7HMR72 | 15,349,484 | 14.39% | |||||||
SUBTOTAL 8. A | 15,349,484 | 14.39% | |||||||
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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 | |||||||||
| |||||||||
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 | x | |||
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) | ||||
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 | |
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 | ||||
Place of completion | Oslo |
Date of completion | 21/08/2020 |
NOTIFICATION OF MAJOR HOLDINGS | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Distribution Finance Capital Holdings plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | ||||||
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 | Watrium AS | |||||
City and country of registered office (if applicable) | Oslo, Norway | |||||
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: | 25/08/2020 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 01/09/2020 | |||||
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 | 15.35% | 15.35% | 16,373,366 | |||
Position of previous notification (if applicable) | 14.39% | 14.39% | ||||
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) | ||||||
GB00BJ7HMR72 | 16,373,366 | 15.35% | |||||||
SUBTOTAL 8. A | 16,373,366 | 15.35% | |||||||
| |||||||||
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 | |||||||||
| |||||||||
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 | |||||||||
| |||||||||
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 | x | |||
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) | ||||
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 | |
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 | ||||
Place of completion | Oslo |
Date of completion | 01/09/2020 |
PDMR Notification
Further to the announcements released by the Company on 21 August 2020 Gavin Morris (a director of the Company) has completed the transfer of two tranches of ordinary shares in the capital of the Company ("Shares") as follows:
- 85,407 Shares were sold by Gavin Morris to Watrium AS on 25 August 2020 (the proceeds of which were used to fund the repayment of a loan (together with accrued interest) outstanding from Distribution Finance Capital Ltd to Gavin Morris; and
- 116,202 Shares were sold by Gavin Morris to Watrium AS on 26 August 2020, the consideration for which was the transfer by Watrium AS to Gavin Morris of 116,202 Shares.
Further to the above, the Company makes the following notification and public disclosure of transactions by persons discharging managerial responsibilities:
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
|
Gavin Morris | |||
2
| Reason for the notification
| ||||
a)
| Position/status
| Chief Financial Officer and Director of Distribution Finance Capital Holdings plc | |||
b)
| Initial notification /Amendment
| Initial Notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| DISTRIBUTION FINANCE CAPITAL HOLDINGS PLC | |||
b)
| LEI
| 2138004TJJJSFYYCWP10 | |||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||||
First Transaction
| |||||
a)
| Description of the financial instrument, type of instrument | Ordinary Shares of Distribution Finance Capital Holdings plc | |||
| |||||
Identification code | ISIN: GB00BJ7HMR72 | ||||
| |||||
b)
| Nature of the transaction
| Sale of shares | |||
c)
| Price(s) and volume(s) |
|
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| |
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| Price(s) - GBP | Volume(s) |
| |
|
| 38.5 pence | 85,407 |
| |
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d)
| Aggregated information | ||||
|
| ||||
- Aggregated volume | 85,407 | ||||
| |||||
- Price (GBP) | 38.5 pence | ||||
| |||||
- Total | £32,881.70 | ||||
| |||||
e)
| Date of the transaction
| 25 August 2020
| |||
f)
| Place of the transaction
| Outside a trading venue | |||
Second Transaction | |||||
a)
| Description of the financial instrument, type of instrument | Ordinary Shares of Distribution Finance Capital Holdings plc | |||
| |||||
Identification code | ISIN: GB00BJ7HMR72 | ||||
| |||||
b)
| Nature of the transaction
| Sale of shares | |||
c)
| Price(s) and volume(s) |
|
|
| |
|
| Price(s) - GBP | Volume(s) |
| |
|
| 0.00 | 116,202 |
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d)
| Aggregated information | ||||
|
| ||||
- Aggregated volume | 116,202 | ||||
| |||||
- Price (GBP) | The consideration for the sale was the transfer to Gavin Morris of 116,202 Ordinary Shares by Watrium AS | ||||
| |||||
- Total | 0.00 | ||||
| |||||
e)
| Date of the transaction
| 26 August 2020
| |||
f)
| Place of the transaction
| Outside a trading venue | |||
Enquiries:
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