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RPC Group PLC - Holding(s) in Company

Wed, 13th Feb 2019 09:18

RNS Number : 8896P
RPC Group PLC
13 February 2019
 

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)

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:

RPC Group 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):

3. Details of person subject to the notification obligation

Name

JPMorgan Chase & Co.

City and country of registered office (if applicable)

Wilmington, Delaware, USA

4. Full name of shareholder(s) (if different from 3.)

Name

J.P. Morgan Securities Plc

JPMorgan Chase Bank, National Association

City and country of registered office (if applicable)

London, United Kingdom

5. Date on which the threshold was crossed or reached:

08 February 2019

6. Date on which issuer notified (DD/MM/YYYY):

12 February 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

6.07%

2.36%

8.43%

406,443,190

Position of previous notification (if

applicable)

5.94%

2.37%

8.31%

 

 

 

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 of shares

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)

GB0007197378

24,677,905

6.07%

SUBTOTAL 8. A

24,677,905

6.07%

 

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration date

Exercise/ Conversion Period

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

Physically settled Call Option

22/02/2019

22/02/2019

520,000

0.13%

SUBTOTAL 8. B 1

520,000

0.13%

 

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

Expiration date

Exercise/ Conversion Period

Physical or cash

settlement

Number of voting rights

% of voting rights

Cash-settled Equity Swap

04/03/2019

04/03/2019

Cash

58,900

0.01%

Cash-settled Equity Swap

08/03/2019

08/03/2019

Cash

440,314

0.11%

Cash-settled Equity Swap

02/04/2019

02/04/2019

Cash

3,030

0.00%

Cash-settled Equity Swap

11/04/2019

11/04/2019

Cash

1,000,000

0.25%

Cash-settled Equity Swap

12/04/2019

12/04/2019

Cash

1,508,107

0.37%

Cash-settled Equity Swap

18/04/2019

18/04/2019

Cash

124,449

0.03%

Cash-settled Equity Swap

02/05/2019

02/05/2019

Cash

1,968,424

0.48%

Cash-settled Equity Swap

09/05/2019

09/05/2019

Cash

2,000,000

0.49%

Cash-settled Equity Swap

04/06/2019

04/06/2019

Cash

8,061

0.00%

Cash-settled Equity Swap

12/06/2019

12/06/2019

Cash

127,944

0.03%

Cash-settled Equity Swap

02/07/2019

02/07/2019

Cash

44,809

0.01%

Cash-settled Equity Swap

16/07/2019

16/07/2019

Cash

1,024

0.00%

Cash-settled Equity Swap

02/08/2019

02/08/2019

Cash

61,197

0.02%

Cash-settled Equity Swap

28/08/2019

28/08/2019

Cash

61,282

0.02%

Cash-settled Equity Swap

03/09/2019

03/09/2019

Cash

18,241

0.00%

Cash-settled Equity Swap

02/10/2019

02/10/2019

Cash

17,046

0.00%

Cash-settled Equity Swap

04/11/2019

04/11/2019

Cash

21,885

0.01%

Cash-settled Equity Swap

03/12/2019

03/12/2019

Cash

55,301

0.01%

Cash-settled Equity Swap

27/12/2019

27/12/2019

Cash

434

0.00%

Cash-settled Equity Swap

03/01/2020

03/01/2020

Cash

83,173

0.02%

Cash-settled Equity Swap

15/01/2020

15/01/2020

Cash

74,091

0.02%

Cash-settled Equity Swap

21/01/2020

21/01/2020

Cash

16,253

0.00%

Cash-settled Equity Swap

04/02/2020

04/02/2020

Cash

46,930

0.01%

Cash-settled Equity Swap

19/02/2020

19/02/2020

Cash

4,930

0.00%

Cash-settled Equity Swap

03/03/2020

03/03/2020

Cash

825

0.00%

Cash-settled Equity Swap

04/03/2020

04/03/2020

Cash

69,422

0.02%

Cash-settled Equity Swap

06/03/2020

06/03/2020

Cash

580

0.00%

Cash-settled Equity Swap

11/03/2020

11/03/2020

Cash

86

0.00%

Cash-settled Equity Swap

30/04/2020

30/04/2020

Cash

372,067

0.09%

Cash-settled Equity Swap

03/08/2020

03/08/2020

Cash

148,844

0.04%

Cash-settled Equity Swap

08/02/2023

08/02/2023

Cash

694,267

0.17%

Cash-settled Equity Swap

27/09/2023

27/09/2023

Cash

29,578

0.01%

SUBTOTAL 8.B.2

9,061,494

2.23%

 

           

 

 

 

 

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

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(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

JPMorgan Chase & Co.

JPMorgan Chase Bank, National Association

J.P. Morgan International Finance Limited

J.P. Morgan Capital Holdings Limited

J.P. Morgan Securities plc

6.07%

8.43%

JPMorgan Chase & Co.

JPMorgan Chase Bank, National Association

10. In case of proxy voting, please identify:

Name of the proxy holder

N/A

The number and % of voting rights held

N/A

The date until which the voting rights will be held

N/A

 

 

 

 

11. Additional information

 

Chain of controlled undertakings:

 

JPMorgan Chase & Co.

JPMorgan Chase Bank, National Association (100%)

J.P. Morgan International Finance Limited (100%)

J.P. Morgan Capital Holdings Limited (100%)

J.P. Morgan Securities plc (100%)

 

JPMorgan Chase & Co.

JPMorgan Chase Bank, National Association (100%)

 

Place of completion

London, United Kingdom

Date of completion

12 February 2019

 

 

Notes

 

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.

 

Full name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number identity). Indicate in the relevant section whether the issuer is a non UK issuer.

 

Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting in concert.

 

This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in DTR5.2.1 (b) to (h)/ Article 10 (b) to (h) of Directive 2004/109/EC; (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/EC (DTR5.3.1).

 

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.

 

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:

 

- in the circumstances foreseen in letter (b) of Article 10 of that Directive (DTR5.2.1 (b)), the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;

 

- in the circumstances foreseen in letter (c) of Article 10 of that Directive (DTR5.2.1 (c)), the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;

 

- 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;

 

- 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 letters (a) to (d) of Article 10 of that Directive (DTR5.2.1 (a) to (d)) or under a combination of any of those situations, the controlled undertaking;

 

- 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 depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;

 

- in the circumstances foreseen in letter (g) of Article 10 of that Directive (DTR5.2.1 (g)), the natural person or legal entity that controls the voting rights;

 

- in the circumstances foreseen in letter (h) of Article 10 of that Directive (DTR5.2.1 (h)), the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies).

 

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 of that Directive (DTR5.2) unless the percentage of voting rights held by the shareholder is lower than the lowest notifiable threshold for the disclosure of voting rights holdings in accordance with national practices (e.g. identification of funds managed by management companies).

 

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.

 

The total number of voting rights shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if the exercise thereof is suspended.

 

If the holding has fallen below the lowest applicable threshold in accordance with national law, please note that it might not be necessary in accordance with national law to disclose the extent of the holding, only that the new holding is below that threshold.

 

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.

 

Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.

 

If the financial instrument has such a period - please specify this period - for example once every 3 months starting from [date].

 

In case of cash settled instruments the number and percentages of voting rights is to be presented on a delta-adjusted basis (Article 13(1a) of Directive 2004/109/EC) (DTR 5.3.3.A).

 

If the person subject to the notification obligation is either controlled and/or does control another undertaking then the second option applies.

 

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.).

 

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.

 

Example: Correction of a previous notification.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
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