7 Mar 2018 11:57
07 March 2018
VinaLand Limited
Changes to Significant Shareholders
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi |
1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii | VINALAND LIMITED | ||||
2 Reason for the notification (please tick the appropriate box or boxes): | |||||
An acquisition or disposal of voting rights | X | ||||
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 thenotification obligation: iii | MIO Partners, Inc., on behalf of the entities listed in item 4 | ||||
4. Full name of shareholder(s) (if different from 3.):iv | Barfield Nominees Limited A/C SLI01 Barfield Nominees Limited A/C CSJ01 FBO Compass Special Situations Fund LLC Barfield Nominees Limited A/C CSC01
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5. Date of the transaction and date onwhich the threshold is crossed orreached: v | February 27, 2018 | ||||
6. Date on which issuer notified: | March 6, 2018 | ||||
7. Threshold(s) that is/are crossed orreached: vi, vii | 13.77% (see schedule A) | ||||
8. Notified details: | ||||||||||||||||
A: Voting rights attached to shares viii, ix | ||||||||||||||||
Class/type ofshares if possible usingthe ISIN CODE
KYG936361016 | Situation previousto the triggeringtransaction
| Resulting situation after the triggering transaction | ||||||||||||||
NumberofShares | NumberofVotingRights | Numberof shares | Number of votingrights | % of voting rights x | ||||||||||||
Direct | Direct xi | Indirect xii | Direct | Indirect | ||||||||||||
*PLEASE SEE SCHEDULE A ATTACHED HERETO* |
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B: Qualifying Financial Instruments | ||||||||||||||||
Resulting situation after the triggering transaction | ||||||||||||||||
Type of financialinstrument | Expirationdate xiii | Exercise/Conversion Period xiv | Number of votingrights that may beacquired if theinstrument isexercised/ converted. | % of votingrights | ||||||||||||
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi | ||||||||||||||||
Resulting situation after the triggering transaction | ||||||||||||||||
Type of financialinstrument | Exercise price | Expiration date xvii | Exercise/Conversion period xviii | Number of voting rights instrument refers to
| % of voting rights xix, xx
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| Nominal | Delta | |||||||||||||
Total (A+B+C) | ||||||||||||||||
Number of voting rights | Percentage of voting rights | |||||||||||||||
*PLEASE SEE SCHEDULE A ATTACHED HERETO* | ||||||||||||||||
9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi | ||
MIO Partners, Inc. ("MIO") is:
the managing member of Compass Special Situation Fund LLC, the beneficial owner of Barfield Nominees Limited A/C CSJ01 FBO Compass Special Situations Fund LLC, which is a custody account held with Northern Trust Guernsey Limited ("NTGL");
the manager of Compass COSS Master Limited, the beneficial owner of Barfield Nominees Limited A/C CSC01, which is a custody account held with NTGL;
the manager of SSALT Fund Limited, the beneficial owner of Barfield Nominees Limited A/C SLI01, which is a custody account held with NTGL.
The general partner of Special Situations Investment Fund LP, the beneficial owner of Barfield Nominees Limited A/C GWW01
NTGL is authorized to act on behalf of the accounts when instructed to do so by MIO. | ||
Proxy Voting: | ||
10. Name of the proxy holder: | MIO Partners, Inc., on behalf of the entities first listed in item 4 | |
11. Number of voting rights proxy holder will ceaseto hold: | ||
12. Date on which proxy holder will cease to holdvoting rights: | ||
13. Additional information: | ||
14. Contact name: | Allisande' Turton | |
15. Contact telephone number: | 1-212-461-4031 | |
Note: Annex should only be submitted to the FSA not the issuer | |
Annex: Notification of major interests in share | |
A: Identity of the persons or legal entity subject to the notification obligation | |
Full name (including legal form of legal entities)
| MIO Partners, Inc., a Delaware corporation |
Contact address (registered office for legal entities)
| Mailing address: 245 Park Avenue 13th Floor New York, NY 10167 USA
Registered office: c/o Corporation Service Company 251 Little Falls Drive Wilmington, DE 19808 USA |
Phone number & email
| 1-212-203-4082 Casey_Lipscomb@miopartners.com |
Other useful information (at least legal representative for legal persons)
| Mr. Lipscomb is General Counsel and Secretary of MIO Partners, Inc. |
B: Identity of the notifier, if applicable | |
Full name
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Contact address
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Phone number & email
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Other useful information (e.g. functional relationship with the person or legal entity subject to the notification obligation) | |
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C: Additional information | |
SCHEDULE A
CHANGE IN SHAREHOLDINGS BY ENTITIES MANAGED BY MIO PARTNERS INC. IN
VINALAND LIMITED
Shareholder Managed | Situation Previous to the Triggering Transaction | Resulting Situation After the Triggering Transaction | |||||
No. of Shares | No. of Voting Rights | No. of Shares | No. of Voting Rights | % of Voting Rights | |||
Direct | Direct | Indirect | Direct | Indirect | |||
Barfield Nominees Limited A/C CSC01 | 7,549,251 | 7,549,251 | 7,549,251 | 7,549,251 | 4.39% | ||
Barfield Nominees Limited A/C CSJ01 FBO Compass Special Situations Fund LLC | 4,925,149 | 4,925,149 | 3,925,149 | 3,925,149 | 2.28% | ||
Barfield Nominees Limited A/C GWW01 | 1,067,582 | 1,067,582 | 1,067,582 | 1,067,582 | .62% | ||
Barfield Nominees Limited A/C SLI01 | 12,139,553 | 12,139,553 | 11,139,553 | 11,139,553 | 6.48% | ||
TOTALS | 25,681,535 | 25,681,535 | 23,681,535 | 23,681,535 | 13.77% | ||