3 Oct 2019 14:00
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: | J2 Acquisition Limited(now known as APi Group Corporation) | |||||
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 | X | |||||
Other (please specify)iii: | ||||||
3. Details of person subject to the notification obligationiv | ||||||
Name | a. Viking Global Investors LP
b. Viking Global Opportunities Liquid Portfolio Sub-Master LP | |||||
City and country of registered office (if applicable) | a. Greenwich, Connecticut, U.S.A.
b. George Town, Cayman Islands | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | Viking Global Opportunities Liquid Portfolio Sub-Master LP | |||||
City and country of registered office (if applicable) | George Town, Cayman Islands | |||||
5. Date on which the threshold was crossed or reachedvi: | October 1, 2019 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | October 2, 2019 | |||||
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 | 19.62% | 0% | 19.62% | 33,333,333 | ||
Position of previous notification (if applicable) | 20.66% | 0% | 20.66% | |||
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) | ||||||
Ordinary shares VGG498941019 | 0 | 33,333,333 | 0% | 19.62% | |||||
SUBTOTAL 8. A | 33,333,333 | 19.62% | |||||||
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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 | |
Viking Global Opportunities GP LLC (sole shareholder of the general partner) | 19.62% (indirectly) | - | 19.62% (indirectly) | |
Viking Global Opportunities Portfolio GP LLC (general partner) | 19.62% (indirectly) | - | 19.62% (indirectly) | |
Viking Global Partners LLC (general partner of the management entity) | 19.62% (indirectly) | - | 19.62% (indirectly) | |
Viking Global Investors LP (management entity) | 19.62% (indirectly) | - | 19.62% (indirectly) | |
Viking Global Opportunities Liquid Portfolio Sub-Master LP (shareholder) | 19.62% (directly) | - | 19.62% (directly) | |
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 | ||||
This notification reflects the issue by J2 Acquisition Limited (APi Group Corporation) of 48,869,760 ordinary shares on October 1, 2019 in connection with its acquisition on the same day of APi Group, Inc., of which 8,333,333 such ordinary shares were issued to Viking Global Opportunities Liquid Portfolio Sub-Master LP pursuant to the exercise of warrants.
With respect to the chain of controlled undertakings in item 9 above:
1) Viking Global Opportunities GP LLC and Viking Global Partners LLC are controlled by an executive committee, the members of which are O. Andreas Halvorsen, David Ott and Rose Shabet.
2) The table indicates that the voting rights over the shares held directly by the shareholder are exercisable indirectly by each of the undertakings in the chain of control above the shareholder. | ||||
Place of completion | Greenwich, Connecticut, U.S.A. |
Date of completion | October 2, 2019 |