7 May 2021 11:06
Star Phoenix Group Ltd
("Star Phoenix" or "the Company")
7 May 2021
MAJOR SHAREHOLDING NOTIFICATION
Star Phoenix, an AIM listed company (AIM: STA) focused on growth through attractive opportunities, announces that one of the Company's shareholders Thesolia Ltd which previously held 23,561,326 ordinary shares (15.62% shareholding) has completed an off-market sale of all of its shares to another investor, Preceding Max Ltd (the "Investor"). As a result, the Investor will now hold 23,561,326 ordinary shares (15.62% shareholding). There will be no change to the capital structure of the Company following this change. The Investor is not a related party to the Company.
As previously announced, Thesolia Ltd could nominate up to two non-executive directors to the Board of the Company as part of their original subscription agreement. This right does not transfer to the Investor, and will therefore terminate.
Forms for notification of major holdings (TR-1) for both the Investor and Thesolia Ltd can be found at the end of this announcement.
Contact Details
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Star Phoenix Group Ltd Evgenia Bezruchko (Group Corporate Development Manager & Joint Company Secretary) e. admin@starphoenixgroup.com t. +44 (0)20 3865 8430 | WH Ireland Limited (Nominated Adviser and Broker) James Joyce / Matthew Chan t. +44 (0)20 7220 1666 |
The information contained within this announcement is considered to be inside information prior to its release, as defined in Article 7 of the Market Abuse Regulation No. 596/2014, and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.
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 | ||||||
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1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Star Phoenix Group Ltd | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | X | |||||
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 |
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An event changing the breakdown of voting rights |
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Other (please specify)iii: |
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3. Details of person subject to the notification obligationiv | ||||||
Name | Preceding Max Ltd | |||||
City and country of registered office (if applicable) | Mahé, Seychelles | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name |
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City and country of registered office (if applicable) |
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5. Date on which the threshold was crossed or reachedvi: | 07/05/2021 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 07/05/2021 | |||||
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 | 15.62% |
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| 23,561,326 | ||
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 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) | ||||||
AU0000067084 | 23,561,326 |
| 15.62% |
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SUBTOTAL 8. A | 23,561,326 | 15.62% | |||||||
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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 | |||||
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| 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 | ||||
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| 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 entityxiv (please add additional rows as necessary) |
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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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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 informationxvi | ||||
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Place of completion | Seychelles |
Date of completion | 07/05/2021 |
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: | Star Phoenix Group Ltd | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | X | |||||
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 |
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An event changing the breakdown of voting rights |
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Other (please specify)iii: |
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3. Details of person subject to the notification obligationiv | ||||||
Name | Thesolia Ltd | |||||
City and country of registered office (if applicable) | Limassol, Cyprus | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name |
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City and country of registered office (if applicable) |
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5. Date on which the threshold was crossed or reachedvi: | 07/05/2021 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 07/05/2021 | |||||
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 | 0% |
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| 0 | ||
Position of previous notification (if applicable) | 15.62% |
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| 23,561,326 | ||
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) | ||||||
AU0000067084 | 0 |
| 0% |
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SUBTOTAL 8. A | 0 | 0% | |||||||
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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 | |||||
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| 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 | ||||
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| 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 entityxiv (please add additional rows as necessary) |
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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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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 informationxvi | ||||
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Place of completion | Cyprus |
Date of completion | 07/05/2021 |