1 Aug 2019 13:12
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) | ||||||
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1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: | Petropavlovsk PLC Reg No 04343841 Reg Office: 11 Grosvenor Place Belgravia, London, SW1 7HH | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer |
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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 | X | |||||
An event changing the breakdown of voting rights |
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Other (please specify): |
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3. Details of person subject to the notification obligation | ||||||
Name | (a) Limited Liability Company Research And Production Association Altair
(b) Roman Trotsenko | |||||
City and country of registered office (if applicable) | Moscow, Russian Federation | |||||
4. Full name of shareholder(s) (if different from 3.) | ||||||
Name | Fincraft Holdings Ltd | |||||
City and country of registered office (if applicable) | Nicosia, Cyprus | |||||
5. Date on which the threshold was crossed or reached: | 11 July 2019 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 15 July 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 issuer | ||
Resulting situation on the date on which threshold was crossed or reached | 13.30% | 15.03% | 28.33% | 3,310,210,281 | ||
Position of previous notification (if applicable) | N/A | N/A | N/A |
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8. Notified details of the resulting situation on the date on which the threshold was crossed or reached | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rights | % 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 of £0.01 each (ISIN: GB0031544546) | 440,565,485 | N/A | 13.30% | N/A | |||||
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SUBTOTAL 8. A | 440,565,485 | 13.30% | |||||||
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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 | Expirationdate | Exercise/Conversion Period | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
Repurchase agreement | 20/12/2019 | N/A | 300,000,000 | 9.06% | |||||
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| SUBTOTAL 8. B 1 | 300,000,000 | 9.06% | |||||
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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 | Expirationdate | Exercise/Conversion Period | Physical or cash settlement | Number of voting rights | % of voting rights | ||||
8.25% Guaranteed Convertible Bonds 2024 | 03/07/2024 | From 1 October 2019 to sixty six days before maturity or call |
| 210,370,370 | 5.97% | ||||
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| SUBTOTAL 8.B.2 | 210,370,370 | 5.97% | ||||
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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 |
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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) | X | |||
Name | % 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 | |
Roman Trotsenko | 13.30% | 15.03% | 28.33% | |
Limited Liability Company Research And Production Association Altair | 13.30% | 15.03% | 28.33% | |
Fincraft Holdings Ltd | 13.30% | 15.03% | 28.33% | |
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10. In case of proxy voting, please identify: | ||||
Name of the proxy holder |
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The number and % of voting rights held |
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The date until which the voting rights will be held |
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11. Additional information | ||||
Fincraft Holdings Ltd is the holder of the voting rights and financial instruments in Petropavlovsk plc as set out above. Fincraft Holdings Ltd is a wholly owned subsidiary of Fincraft Resources Joint Stock Company, a company ultimately controlled by Mr Kenges Rakishev.
On 11 July 2019, Fincraft Resources Joint Stock Company entered into a sale and purchase deed relating to the transfer of the issued share capital of Fincraft Holdings Ltd to Limited Liability Company Research And Production Association Altair, a limited liability company incorporated in the Russian Federation with number 1107746945646. Closing of the proposed transfer of shares in Fincraft Holdings Ltd shall be effective upon satisfaction of certain conditions.
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Place of completion | Nicosia, Cyprus |
Date of completion | The first business day following satisfaction of certain conditions contained within the sale and purchase deed, such date to occur on or prior to 31 July 2019. |