8 Feb 2018 13:39
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TR-1: Standard form for notification of major holdings
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1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Ā Pembridge Resources 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 | Mark Lancaster | |||||
City and country of registered office (if applicable) | ||||||
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: | Ā 07/02/2018 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 08/02/2018 | |||||
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 in- struments (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 | Ā 8.40% | Ā 223,849,257 | ||||
Position of previous notification (if applicable) | ||||||
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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 of shares 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) | |
GB00B3ZW6Z85 | 18,813,656 | 8.40% | ||
SUBTOTAL 8. A | 18,813,656 | 8.40% | ||
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B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | ||||
Ā Type of financial instrument | Ā Expiration datex | Ā Exercise/ Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | Ā % of voting rights |
Warrants over ordinary shares with a 3.2p exercise price | Ā Ā 21/08/2019 | Ā At any time prior to expiration date | Ā 9,375,000 | Ā 4.2% |
SUBTOTAL 8. B 1 | 9,375,000 | 4.2% | ||
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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 | Expiratio n datex | Exercise/ Conversion Period xi | Physical or cash settlementxii | Number of voting rights | Ā % 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 | X | |||
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity xiv (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 | |
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9. 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 | |
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Place of completion | London, UK |
Date of completion | 08/02/2018 |
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Notes
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i Please note that national forms may vary due to specific national legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the applicable thresholds or information regarding capital holdings.
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iiĀ FullĀ nameĀ ofĀ theĀ legalĀ entityĀ andĀ furtherĀ specificationĀ ofĀ theĀ issuerĀ orĀ underlyingĀ issuer,Ā providedĀ itĀ isĀ reliableĀ andĀ accurate (e.g.Ā address,Ā LEI,Ā domesticĀ numberĀ identity).Ā IndicateĀ inĀ theĀ relevantĀ sectionĀ whetherĀ theĀ issuerĀ isĀ aĀ nonĀ UKĀ issuer.
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iiiĀ OtherĀ reasonĀ forĀ theĀ notificationĀ couldĀ beĀ voluntaryĀ notifications,Ā changesĀ ofĀ attributionĀ ofĀ theĀ natureĀ ofĀ theĀ holdingĀ (e.g. expiring of financial instruments) or acting inĀ concert.
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iv This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercisingĀ votingĀ rightsĀ inĀ theĀ casesĀ providedĀ forĀ inĀ DTR5.2.1Ā (b)Ā toĀ (h)/Ā ArticleĀ 10Ā (b)Ā toĀ (h)Ā ofĀ DirectiveĀ 2004/109/EC;Ā (c) all parties to the agreement referred to in Article 10 (a) of Directive 2004/109/EC (DTR5.2.1 (a)) or (d) the holder of financial instruments referred to in Article 13(1) of Directive 2004/109/ECĀ (DTR5.3.1).
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As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.
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In relation to the transactions referred to in points (b) to (h) of Article 10 of Directive 2004/109/EC (DTR5.2.1 (b) to (h)), the following list is provided as indication of the persons who should be mentioned:
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- inĀ theĀ circumstancesĀ foreseenĀ inĀ letterĀ (b)Ā ofĀ ArticleĀ 10Ā ofĀ thatĀ DirectiveĀ (DTR5.2.1Ā (b)),Ā theĀ naturalĀ personĀ orĀ legal entityĀ thatĀ acquiresĀ theĀ votingĀ rightsĀ andĀ isĀ entitledĀ toĀ exerciseĀ themĀ underĀ theĀ agreementĀ andĀ theĀ naturalĀ personĀ or legal entity who is transferring temporarily for consideration the votingĀ rights;
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- inĀ theĀ circumstancesĀ foreseenĀ inĀ letterĀ (c)Ā ofĀ ArticleĀ 10Ā ofĀ thatĀ DirectiveĀ (DTR5.2.1Ā (c)),Ā theĀ naturalĀ personĀ orĀ legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercisingĀ them,Ā andĀ naturalĀ personĀ orĀ legalĀ entityĀ lodgingĀ theĀ collateralĀ underĀ theseĀ conditions;
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- in the circumstances foreseen in letter (d) of Article 10 of that Directive (DTR5.2.1 (d)), the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;
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- in the circumstances foreseen in letter (e) of Article 10 of that Directive (DTR5.2.1 (e)), the controlling natural person or legal entity and, provided it has a notification duty at an individual level under Article 9 (DTR 5.1), under lettersĀ (a)Ā toĀ (d)Ā ofĀ ArticleĀ 10Ā ofĀ thatĀ DirectiveĀ (DTR5.2.1Ā (a)Ā toĀ (d))Ā orĀ underĀ aĀ combinationĀ ofĀ anyĀ ofĀ thoseĀ situations, the controlledĀ undertaking;
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- in the circumstances foreseen in letter (f) of Article 10 of that Directive (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 depositorĀ ofĀ theĀ sharesĀ allowingĀ theĀ depositĀ takerĀ toĀ exerciseĀ theĀ votingĀ rightsĀ atĀ hisĀ discretion;
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- inĀ theĀ circumstancesĀ foreseenĀ inĀ letterĀ (g)Ā ofĀ ArticleĀ 10Ā ofĀ thatĀ DirectiveĀ (DTR5.2.1Ā (g)),Ā theĀ naturalĀ personĀ orĀ legal entity that controls the votingĀ rights;
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- inĀ theĀ circumstancesĀ foreseenĀ inĀ letterĀ (h)Ā ofĀ ArticleĀ 10Ā ofĀ thatĀ DirectiveĀ (DTR5.2.1Ā (h)),Ā theĀ proxyĀ holder,Ā ifĀ heĀ can exerciseĀ theĀ votingĀ rightsĀ atĀ hisĀ discretion,Ā andĀ theĀ shareholderĀ whoĀ hasĀ givenĀ hisĀ proxyĀ toĀ theĀ proxyĀ holderĀ allowing theĀ latterĀ toĀ exerciseĀ theĀ votingĀ rightsĀ atĀ hisĀ discretionĀ (e.g.Ā managementĀ companies).
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v Applicable in the cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC (DTR5.2.1 (b) to (h). This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Article 10 ofĀ thatĀ DirectiveĀ (DTR5.2)Ā unlessĀ theĀ percentageĀ ofĀ votingĀ rightsĀ heldĀ byĀ theĀ shareholderĀ isĀ lowerĀ thanĀ theĀ lowestĀ notifiable threshold for the disclosure of voting rights holdings in accordance with national practices (e.g. identification of funds managed by managementĀ companies).
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vi The date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification obligation. For passive crossings, the date when the corporate event took effect.
viiĀ TheĀ totalĀ numberĀ ofĀ votingĀ rightsĀ shallĀ beĀ composedĀ ofĀ allĀ theĀ shares,Ā includingĀ depositoryĀ receiptsĀ representingĀ shares, to which voting rights are attached even if the exercise thereof isĀ suspended.
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viiiĀ IfĀ theĀ holdingĀ hasĀ fallenĀ belowĀ theĀ lowestĀ applicableĀ thresholdĀ inĀ accordanceĀ withĀ nationalĀ law,Ā pleaseĀ noteĀ thatĀ itĀ might notĀ beĀ necessaryĀ inĀ accordanceĀ withĀ nationalĀ lawĀ toĀ discloseĀ theĀ extentĀ ofĀ theĀ holding,Ā onlyĀ thatĀ theĀ newĀ holdingĀ isĀ below thatĀ threshold.
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ix In case of combined holdings of shares with voting rights attached "direct holding" and voting rights "indirect holding", 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.
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x Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.
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xi If the financial instrument has such a period - please specify this period - for example once every 3 months starting from [date].
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xiiĀ InĀ caseĀ ofĀ cashĀ settledĀ instrumentsĀ theĀ numberĀ andĀ percentagesĀ ofĀ votingĀ rightsĀ isĀ toĀ beĀ presentedĀ onĀ aĀ delta-adjusted basis (Article 13(1a) of Directive 2004/109/EC) (DTRĀ 5.3.3.A).
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xiii If the person subject to the notification obligation is either controlled and/or does control another undertaking then the second option applies.
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xiv The full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity has to be presented also in the cases, in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only thus the markets get always the full picture of the group holdings. In case of multiple chains through which the voting rights and/or financial instruments are effectively held the chains have to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F etc.).
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xv The names of controlled undertakings through which the voting rights and/or financial instruments are effectively held have to be presented irrespectively whether the controlled undertakings cross or reach the lowest applicable threshold themselves.
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xvi Example: Correction of a previous notification.
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