Last checked at 2 Dec 2022 14:20
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 attached ii: | SANCUS LENDING GROUP LIMITED | |||||
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 obligation iv | ||||||
Name | SOMERSTON GROUP LIMITED | |||||
City and country of registered office (if applicable) | ST HELIER, JERSEY | |||||
4. Full name of shareholder(s) (if different from 3.) v | ||||||
Name | SOMERSTON FINTECH LIMITED & GOLF INVESTMENTS LIMITED | |||||
City and country of registered office (if applicable) | ST HELIER, JERSEY | |||||
5. Date on which the threshold was crossed or reached vi: | 1 DECEMBER 2022 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 1 DECEMBER 2022 | |||||
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 held in issuer (8.A + 8.B) vii | |||
Resulting situation on the date on which threshold was crossed or reached | 50.44% | 5.08% | 55.52% | 324,341,314 | ||
Position of previous notification (if applicable) | 50.44% | 0% | 50.44% | |||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rights ix | % of voting rights | |||||||
Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (DTR5.2.1) | ||||||
Ordinary shares of no par value GB00B0CL3P62
| 294,644,553 | 50.44% | |||||||
SUBTOTAL 8. A | 294,644,553 | 50.44% | |||||||
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B 1: Financial Instruments according to DTR5.3.1R (1) (a) | |||||||||
Type of financial instrument | Expirationdate x | Exercise/Conversion Period xi | 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 DTR5.3.1R (1) (b) | |||||||||
Type of financial instrument | Expirationdate x | Exercise/Conversion Period xi | Physical or cash Settlement xii | Number of voting rights | % of voting rights | ||||
Warrants | 31 December 2025 | 30 days notice | Physical | 29,696,761 | 5.08% | ||||
| SUBTOTAL 8.B.2 | 29,696,761 | 5.08% | ||||||
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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) issuer xiii | ||||
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 entity (please add additional rows as necessary) xiv | ||||
Name xv | % 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 | |
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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 information xvi | ||||
On 30 November 2022 Somerston subscribed to new bonds in an aggregate principal amount of £2,425,000. The new bonds were issued with new warrants in respect of 29,696,761 shares representing 5.08% of the Company's ordinary share capital. The new warrants specified in Box 8.B.2 have not been exercised in whole or in part. Accordingly, the "Total number of voting rights of issuer" in Box 7 do not account for any issuance of the new voting shares arising from the exercise of the new warrants. Once the new warrants are exercised in full, assuming no other changes in the interests or number of voting shares in the meantime, the total ownership of ordinary shares (including arising from the exercised warrants) would represent 52.84%.
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Place of completion | ST HELIER, JERSEY |
Date of completion | 1 DECEMBER 2022 |