REG - Audioboom Group PLC - Holding(s) in Company

AudioboomAnnouncement

15/06/2023 13:45

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RNS Number : 8847C  Audioboom Group PLC  15 June 2023

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                                                                                    Audioboom Group plc
 which voting rights are attached(ii):
 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
 An event changing the breakdown of voting rights
 Other (please specify)(iii):
 3. Details of person subject to the notification obligation(iv)
 Name                                                                                                                                                         ELIOT AND LUTHER (SINGAPORE) PTE. LTD.
 City and country of registered office (if applicable)                                                                                                        Singapore
 4. Full name of shareholder(s) (if different from 3.)(v)
 Name
 City and country of registered office (if applicable)
 5. Date on which the threshold was crossed or reached(vi):                                                                                                   13 June 2023
 6. Date on which issuer notified (DD/MM/YYYY):                                                                                                               15 June 2023
 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 both in % (8.A + 8.B)  Total number of voting rights of issuer(vii)

(total of 8.B 1 + 8.B 2)
 Resulting situation on the date on which threshold was crossed or reached  8.372317%                                                                                                    8.372317%                       1,371,129
 Position of previous notification (if                                      -                                                                                                            -

 applicable)

 

 8. Notified details of the resulting situation on the date on which the
 threshold was crossed or reached(viii)
 A: Voting rights attached to shares
 Class/type of                                  Number of voting rights(ix)                                                                                 % of voting rights

shares

 ISIN code (if possible)
                                                Direct                                          Indirect                                                    Direct                                           Indirect

                                                (Art 9 of Directive 2004/109/EC) (DTR5.1)       (Art 10 of Directive 2004/109/EC) (DTR5.2.1)                (Art 9 of Directive 2004/109/EC) (DTR5.1)        (Art 10 of Directive 2004/109/EC) (DTR5.2.1)
                                                150,000                                         1,221,129                                                   0.915922%                                        7.456395%

 SUBTOTAL 8. A                                  1,371,129                                                                                                   8.372317%

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

date(x)
Conversion Period(xi)

                                                                                                                                    exercised/converted.

                                                                        SUBTOTAL 8. B 1

 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                               Exercise/                                 Physical or cash                                                  Number of voting rights  % of voting rights

date(x)
Conversion Period (xi)

                                                                                                                  settlement(xii)

                                                                                                                  SUBTOTAL 8.B.2

 

 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(xiii)
 Full chain of controlled undertakings through which the voting rights and/or                                                                                                                                                                                              X
 the

financial instruments are effectively held starting with the ultimate
 controlling natural person or legal entity(xiv) (please add additional rows as
 necessary)
 Name(xv)                                                                     % 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  Total of both if it equals or is higher than the notifiable threshold
                                                                                                                                                          than the notifiable threshold
 ELIOT AND LUTHER (SINGAPORE) PTE. LTD.                                       8.372317%                                                                                                                                               8.372317%
 Joel Richard Hogarth (controller of ELIOT AND LUTHER (SINGAPORE) PTE. LTD.)  -                                                                                                                                                       -

 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(xvi)
 Eliot and Luther (Singapore) Pte Ltd (E&L) has received powers of
 attorneys to vote 1,221,129 Audioboom Group plc (Audioboom) shares from
 holders who have been separately identified in a notification to the issuer in
 compliance with DTR 5.2.3.

 The powers of attorneys provide that E&L has full discretion to exercise
 voting rights with respect to the Audioboom shares in accordance with the
 following Consortium Objectives:

 a)   Requesting an independent director to be appointed to the Audioboom
 Board with a view to representing the interests of long term stock holders.

 b)   Requesting a statement from each director of the Audioboom Board that
 they and their affiliates will not be involved in stock lending or short
 selling and asking any directors unwilling or unable to make such statement to
 resign with immediate effect.

 c)   Seeking to work with the Audioboom Board to introduce and explore
 partnership opportunities which could expand its businesses into under-served
 non-English language markets, specifically in Asia and Latin America.

 d)   Commencing a formal dialogue with the Audioboom Board to present it
 with concrete options on how to unlock material value for shareholders in the
 near, medium and longer term.

 As of 13 June 2023, Eliot & Luther (Singapore) Pte Ltd has received
 signatures to a Consortium Agreement dated 15 February 2023 separate to the
 above Audioboom Group plc shares. This does not confer voting rights, but does
 set out (a) the above Consortium Objectives, and (b) restrictions on transfer
 and short selling.

 

 Place of completion  Singapore
 Date of completion   15 June 2023

 

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