REG - GLI Finance Limited - TR-1: Notification of Major Holdings
RNS Number : 6992JGLI Finance Limited23 December 2020TR-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:
GLI FINANCE LIMITED
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
X
Other (please specify)iii:
3. Details of person subject to the notification obligationiv
Name
SOMERSTON GROUP LIMITED - Concert Party
City and country of registered office (if applicable)
St. Helier, Jersey
4. Full name of shareholder(s) (if different from 3.)v
Name
Somerston Fintech Limited & Golf Investments Limited (Direct)
Lexo Investments Limited, Neslo Partners No. 2 Limited & La Hauteur Investments Limited
(Indirect)City and country of registered office (if applicable)
St. Helier, Jersey
5. Date on which the threshold was crossed or reachedvi:
21/12/2020
6. Date on which issuer notified (DD/MM/YYYY):
21/12/2020
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
42.40%
20.25%
62.65%
489,843,477
Position of previous notification (if
applicable)
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 of
sharesISIN 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)
Ordinary shares of no par value
GB00B0CL3P62200,349,684
7,325,572
40.90%
1.50%
SUBTOTAL 8. A
207,675,256
42.40%
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
datexExercise/
Conversion PeriodxiNumber of voting rights that may be acquired if the instrument is
exercised/converted.
% of voting rights
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
datexExercise/
Conversion Period xiPhysical or cash
settlementxii
Number of voting rights
% of voting rights
Warrants
(Direct)31 Dec 2025
30 days notice
Physical
94,294,869
19.25%
Warrants
(Indirect)31 Dec 2025
30 days notice
Physical
4,898,435
1.00%
SUBTOTAL 8.B.2
99,193,304
20.25%
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
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)
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
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 informationxvi
Details of concert party:
Somerston Fintech Limited/Golf Investments Limited - 200,349,684
Lexo Investments Limited - 2,242,829
Neslo Partners No. 2 Limited - 4,932,743
La Hauteur Investments Limited - 150,000
As at the Date of Completion, the warrants specified in Box B 2 have not been exercised in whole or in part. Accordingly, the "Total number of voting rights of issuer" in Box 7 do not account for any issuance of the new voting shares arising from the exercise of the warrants. Once the warrants are exercised in full, assuming no other changes in the interests or number of voting shares in the meantime, the "Total number of voting rights of issuer" in Box 7 will become 589,036,781. On that basis, the ownership of ordinary shares (including arising from the exercised warrants) would represent 52.10%.
Place of completion
St. Helier, Jersey
Date of completion
22nd December 2020
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