21 Nov 2019 16:52
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: | SCS 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 | STADIUM CAPITAL MANAGEMENT GP, L.P., a Delaware limited partnership (USA)
STADIUM CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (USA)
SK FAMILY INVESTMENTS, LLC, a Delaware limited liability company (USA) | |||||
City and country of registered office (if applicable) | See above | |||||
4. Full name of shareholder(s) (if different from 3.) | ||||||
Name | BNP Paribas | |||||
City and country of registered office (if applicable) | New York, USA | |||||
5. Date on which the threshold was crossed or reached: | 19 NOVEMBER 2019 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 21 NOVEMBER 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 | 5.08% | N/A | 5.08% | 38,012,655 | ||
Position of previous notification (if applicable) | N/A | N/A | N/A |
| ||
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 | N/A | 1,931,176 | N/A | 5.08% | |||||
|
|
|
|
| |||||
|
|
|
|
| |||||
SUBTOTAL 8. A | 1,931,176 | 5.08% | |||||||
| |||||||||
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 | |||||
N/A |
|
|
|
| |||||
|
|
|
|
| |||||
|
|
|
|
| |||||
|
| SUBTOTAL 8. B 1 | N/A | N/A | |||||
| |||||||||
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 | ||||
N/A |
|
|
|
|
| ||||
|
|
|
|
|
| ||||
|
|
|
|
|
| ||||
|
|
| SUBTOTAL 8.B.2 | N/A | N/A | ||||
| |||||||||
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 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 | |
SK Family Investments, LLC |
|
|
| |
Stadium Capital Management, LLC |
|
|
| |
Stadium Capital Management GP |
|
|
| |
|
|
|
| |
| ||||
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 | ||||
Stadium Capital Management, LLC is the general partner of Stadium Capital Management GP, L.P. (the "GP"), which is the general partner of Stadium Capital Partners, LP and Stadium Capital Qualified Partners, L.P. The GP has delegated investment advisory responsibilities with respect to Stadium Capital Partners, LP and Stadium Capital Qualified Partners, LP to Stadium Capital Management, LLC.
Stadium Capital Management, LLC is a controlled undertaking of SK Family Investments LLC as a result of its right to appoint a majority of the managers of Stadium Capital Management, LLC. The members of SK Family Investments LLC are Alexander M. Seaver and Bradley R. Kent, who are also the only managers of Stadium Capital Management, LLC on the date of this notification. Neither Alexander M. Seaver nor Bradley R. Kent constitutes an indirect holder of Stadium Capital Management, LLC or SK Family Investments LLC for the purposes of the disclosure obligation under DTR 5.
| ||||
Place of completion | London, United Kingdom |
Date of completion | 21 NOVEMBER 2019 |