Last checked at 27 Mar 2012 16:30
TR-1: NOTIFICATION OF MAJOR INTERESTS IN SHARES |
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: | Rock Solid Images plc | ||
2. Reason for the notification (please tick the appropriate box or boxes):
| |||
An acquisition or disposal of voting rights | √ | ||
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached | |||
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments | |||
An event changing the breakdown of voting rights |
| ||
Other (please specify): | |||
3. Full name of person(s) subject to the notification obligation: | Thalassa Holdings Ltd | ||
4. Full name of shareholder(s) (if different from 3.): | |||
5. Date of the transaction and date onwhich the threshold is crossed or reached: | 27 March 2012 | ||
6. Date on which issuer notified: | 27 March 2012 | ||
7. Threshold(s) that is/are crossed or reached: | Above 1% | ||
| 8. Notified details: | |||||||
A: Voting rights attached to shares | ||||||||
Class/type of shares
if possible using the ISIN CODE
| Situation previousto the triggering transaction | Resulting situation after the triggering transaction | ||||||
Number of Shares | Number of Voting Rights | Number of shares | Number of voting rights | % of voting rights | ||||
Direct | Direct | Indirect | Direct | Indirect | ||||
Ordinary shares | 6,000,000 | 6,000,000 | 6,342,322 | 6,342,422 | 4.01% | |||
B: Qualifying Financial Instruments | ||||
Resulting situation after the triggering transaction | ||||
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 |
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments | ||||||
Resulting situation after the triggering transaction | ||||||
Type of financial instrument
| Exercise price
| Expiration date | Exercise/ Conversion period | Number of voting rights instrument refers to | % of voting rights | |
Nominal | Delta | |||||
Total (A+B+C) | |
Number of voting rights | % of voting rights |
6,342,322 | 4.01 |
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: | |
Proxy Voting:
| |
10. Name of the proxy holder: | |
11. Number of voting rights proxy holder will cease to hold: | |
12. Date on which proxy holder will cease to hold voting rights: | |
13. Additional information: | |
14. Contact name: | Duncan Soukup |
15. Contact telephone number: | +33 6 78 63 26 89 |
Note: Annex should only be submitted to the FSA not the issuer
Annex: Notification of major interests in sharesxxii |
A: Identity of the persons or legal entity subject to the notification obligation | |
Full name (including legal form of legal entities) | |
Contact address (registered office for legal entities) | |
Phone number & email | |
Other useful information (at least legal representative for legal persons) | |
B: Identity of the notifier, if applicable | |
Full name | |
Contact address | |
Phone number & email | |
Other useful information (e.g. functional relationship with the person or legal entity subject to the notification obligation) | |
C: Additional information |
|
For notes on how to complete form TR-1 please see the FSA website.
FSA Version 2.1 updated May 2009
Notes to TRI Form
i This form is to be sent to the issuer or underlying issuer and to be filed with the competent authority.
ii Either the full name of the legal entity or another method for identifying the issuer or underlying issuer provided it is reliable and accurate.
iii This should be the full name of (a) the shareholder; (b) the person acquiring, disposing of or exercising voting rights in the cases provided for in DTR5.2.1 (b) to (h); (c) all the parties to the agreement referred to in DTR5.2.1 (a), or (d) the direct or indirect holder of financial instruments entitled to acquire shares already issued to which voting rights are attached, or the direct or indirect holder of financial instruments having a similar economic effect to qualifying financial instruments, as appropriate.
In relation to the transactions referred to in points 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 DTR5.2.1 (b), the person 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 DTR 5.2,1 (c), the person holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and person lodging the collateral under these conditions;
- in the circumstances foreseen in DTR5.2.1(d), the person who has a life interest in shares if that person is entitled to exercise the voting rights attached to the shares and the person who is disposing of the voting rights when the life interest is created;
- in the circumstances foreseen in DTR5.2.1 (e), the parent undertaking and, provided it has a notification duty at an individual level under DTR 5.1, under DTR5.2.1 (a) to (d) or under a combination of any of those situations, the controlled undertaking;
- in the circumstances foreseen in 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;
rights; in the circumstances foreseen in DTR5.2,1 (g), the person that controls the voting
- in the circumstances foreseen in 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.
iv Applicable in the cases provided for in DTR 5.2.1 (b) to (h). This should be the full name of the shareholder or holder of financial instruments who is the counterpart( to the natural person or legal entity referred to in DTR5.2.
v The date of the transaction should normally be, in the case of an on exchange transaction, the date on which the matching of orders occurs; in the case of an off exchange transaction, the date of entering into an agreement.
The date on which a threshold is crossed should normally be the date on which the acquisition, disposal or possibility to exercise voting rights takes effect (see DTR 5.1.1 R (3)). For passive crossings, the date when the corporate event took effect.
In the case of financial instruments with a similar economic effect to qualifying financial instruments, the date on which a threshold is reached or crossed is the date of entering into the agreement. In the case of reaching or crossing a threshold passively as a result of a change in a delta adjusted holding or due to a change in the total voting rights of the issuer, the date should be that when the delta adjustment occurs or the total voting rights change rather than the date at which the agreement was entered into.
vi Please refer to the situation disclosed in the previous notification, In case the situation prior to the triggering transaction was below 3%, please state `below 3%.
vii If the holding has fallen below the minimum threshold, the notifying party should not be obliged to disclose the extent of the holding, only that the new holding is less than 3%.
viii Direct and Indirect
ix In case of combined holdings of shares with voting rights attached 'direct holding' and voting rights `indirect holdings', 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.
x If the holding has fallen below the minimum threshold, the notifying party should not be obliged to disclose the extent of the holding, only that the new holding is below 3%.
xi Voting rights attached to shares in respect of which the notifying party is a direct shareholder (DTR 5.1)
xii Voting rights held by the notifying party as an indirect shareholder (DTR 5.2.1)
xiii date of maturity / expiration of the financial instrument i.e. the date when the right to acquire shares ends.
xiv If the financial instrument has such a period-please specify the period- for example once every three months starting from the [date].
xv In case of notifying the aggregate of all voting rights deemed to be held as a result of holdings of instruments having a similar economic effect to (but not including) qualifying instruments on a nominal basis, please also provide the exercise price and either expiration date, or conversion period. If notifying on a nominal basis there is no requirement to then provide the delta-adjusted figures as well.
xvi In case of notifying the aggregate of all voting rights deemed to be held as a result of holdings of instruments having a similar economic effect to (but not including) qualifying instruments on a delta-adjusted basis, please provide the expiration date/conversion period as appropriate.
xvii Expiration date of the financial instrument with a similar economic effect to a qualifying financial instrument i.e. the date when the instrument is due to be settled.
xix If the financial instrument has a conversion/settlement period-please specify the period- for example once every three months starting from the [date].
xix Nominal and delta-adjusted basis (transitional period to run until 31 December 2009)
xx If the holding has fallen below the minimum threshold, the notifying party should not be obliged to disclose the extent of the holding, only that the new holding is below 3%.
xxi The notification should include the name(s) of the controlled undertakings through which the voting rights are held. The notification should also include the amount of voting rights and the percentage held, or deemed to be held, by each controlled undertaking, insofar as individually the controlled undertaking holds 3% or more, and insofar as the notification by the parent undertaking is intended to cover the notification obligations of the controlled undertaking.
xxii This annex is only to be filed with the competent authority.