10 Sep 2018 15:01
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: | Porta Communications 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 | ||||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify)iii: Allotment of Shares by Porta | X | |||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Morton PTC Limited as Trustee of The Morton Family Trust (MFT), Hawk Investment Holdings Limited (HIHL), Morton PTC Limited as Trustee of The Edward Trust (TET), Morton PTC Limited as Trustee of The Edward Morton Family Trust (TEMFT), Retro Grand Limited, Morton PTC Limited as Trustee of The Andrew Trust (TAT) and Morton PTC Limited as Trustee of The Andrew Morton Family Trust (TAMFT), Groundlinks Limited (GL), Morton PTC Limited as Trustee of The Charles Trust (TCT), Morton PTC Limited as Trustee of The Charles Morton Family Trust (TCMFT), Seraffina Holdings Limited (SHL), Hawk Pension Fund Limited (HPFL) | |||||
City and country of registered office (if applicable) | HIHL - St Peter Port, Guernsey RGL - Tortola, British Virgin Islands SHL - Tortola British Virgin Islands GL - Tortola British Virgin Islands HPFL - St Helier, Jersey | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | Hawk Investment Holdings Limited Retro Grand Limited Seraffina Holdings Limited Groundlinks Limited Hawk Pension Fund Limited | |||||
City and country of registered office (if applicable) | HIHL - St Peter Port, Guernsey RGL - Tortola, British Virgin Islands SHL - Tortola British Virgin Islands GL - Tortola British Virgin Islands HPFL - St Helier, Jersey | |||||
5. Date on which the threshold was crossed or reachedvi: | 25 June 2018 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 7 September 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 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 | 22.36% | 22.36% | 506,525,115 | |||
Position of previous notification (if applicable) | 24.78% | 24.78% | ||||
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) | ||||||
GB00B71C7K21 | 74,929,077 (HIHL)
30,262,931 (RGL)
450,000 (SHL)
6,750,000 (GL)
850,000 (HPFL) | 14.79%
5.98%
0.09%
1.33%
0.17% | |||||||
SUBTOTAL 8. A | 113,242,008 | 22.36% | |||||||
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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 | |
MFT as sole shareholder of HIHL. The Board of Directors of the Morton PTC are Albany Directors Limited, Mr Anthony David Holt, Robert Walter Morton (RWM) and Susan Margaret Howard Morton (SMHM). The adult beneficiaries of MFT are SMHM, RWM, Charles Morton (CNM), Edward Morton (EGM) and Andrew Morton (ARM). | 0 | 0 | 0 | |
HIHL | 14.79% | 0 | 14.79% | |
TET as former sole shareholder of RGL. The ultimate beneficiary of TET is EGM | 0 | 0 | 0 | |
TEMFT as sole shareholder of RGL. The ultimate beneficiary of TEMFT is EGM | 0 | 0 | 0 | |
RGL | 5.98% | 0 | 5.98% | |
TCT as former sole shareholder of SHL. The ultimate beneficiary of TCT is CNM. | 0 | 0 | 0 | |
TCMFT as sole shareholder of SHL. The ultimate beneficiary of TCMFT is CNM. | 0 | 0 | 0 | |
SHL | 0.09% | 0 | 0.09% | |
TAT as former sole shareholder of GL. The ultimate beneficiary of TAT is ARM. | 0 | 0 | 0 | |
TAMFT as sole shareholder of GL. The ultimate beneficiary of TAMFT is ARM. | 0 | 0 | 0 | |
GL | 1.33% | 0 | 1.33% | |
HPFL - The ultimate beneficiary of HPFL is SMHM | 0.17% | 0 | 0.17% | |
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 makes a small correction to the notice submitted to the FCA on 7th September 2018 for boxes 8 and 9 in respect of Retro Grand Limited. | ||||
Place of completion | Guernsey, Channel Islands |
Date of completion | 10th September 2018 |