Holding(s) in Company
04/07/2024 17:13
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RNS Number : 2326V Smurfit Kappa Group PLC 04 July 2024
Standard Form TR-1
Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
Central Bank of Ireland)(i)
1. Identity of the issuer or the underlying issuer of existing shares to which
voting rights are attached(ii): Smurfit Kappa Group PLC
2. Reason for the notification (please tick the appropriate box or boxes):
X An acquisition or disposal of voting rights
[] 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: JPMorgan Chase & Co. City and country of registered office (if applicable):
Wilmington, Delaware, United States of America
4. Full name of shareholder(s) (if different from 3.)(v):
J.P. Morgan Securities plc
5. Date on which the threshold was crossed or reached(vi): 02 July 2024
6. Date on which issuer notified: 04 July 2024
7. Threshold(s) that is/are crossed or reached: 5%
8. Total positions of person(s) subject to the notification obligation:
% of voting rights attached to shares (total of 9.A) % of voting rights through financial instruments Total of both in % (9.A + 9.B) Total number of voting rights of issuer(vii)
(total of 9.B.1 + 9.B.2)
Resulting situation on the date on which threshold was crossed or reached 3.67% 2.68% 6.35% 261,094,836
Position of previous notification (if applicable) n/a n/a n/a
9. 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 In
di
re
ct
IE00B1RR8406 9,588,568 3.67%
SUBTOTAL A 9,588,568 3.67%
B 1: Financial Instruments according to Regulation 17(1)(a) of the
Regulations
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.
Depository Receipt 4,681 0.00
Exchangeable Bond 05/12/2025 14 0.00
Physically-settled Put Options 28/11/2025 1,000,000 0.38
SUBTOTAL B.1 1,004,695 0.38
B 2: Financial Instruments with similar economic effect according to
Regulation 17(1)(b) of the Regulations
Type of financial instrument Expiration Exercise/ Physical or cash settlement(xii) Number of voting rights % of voting rights
date(x)
Conversion Period (xi)
Cash-settled Equity Swap 20/09/2024 20/09/2024 Cash 41,112 0.02
Cash-settled Equity Swap 30/10/2024 30/10/2024 Cash 71,340 0.03
Cash-settled Equity Swap 28/11/2024 28/11/2024 Cash 52,226 0.02
Cash-settled Equity Swap 12/02/2025 12/02/2025 Cash 800 0.00
Cash-settled Equity Swap 29/04/2025 29/04/2025 Cash 30,853 0.01
Cash-settled Equity Swap 26/06/2025 26/06/2025 Cash 1,060,139 0.41
Cash-settled Equity Swap 01/07/2025 01/07/2025 Cash 2,142,053 0.82
Cash-settled Equity Swap 09/07/2025 09/07/2025 Cash 179 0.00
Cash-settled Equity Swap 17/07/2025 17/07/2025 Cash 113,290 0.04
Cash-settled Equity Swap 28/07/2025 28/07/2025 Cash 835,858 0.32
Cash-settled Equity Swap 01/08/2025 01/08/2025 Cash 144,993 0.06
Cash-settled Equity Swap 04/08/2025 04/08/2025 Cash 51,100 0.02
Cash-settled Equity Swap 05/08/2025 05/08/2025 Cash 34,536 0.01
Cash-settled Equity Swap 06/08/2025 06/08/2025 Cash 15,510 0.01
Cash-settled Equity Swap 29/08/2025 29/08/2025 Cash 865 0.00
Cash-settled Equity Swap 02/09/2025 02/09/2025 Cash 4,013 0.00
Cash-settled Equity Swap 15/09/2025 15/09/2025 Cash 39,290 0.02
Cash-settled Equity Swap 17/09/2025 17/09/2025 Cash 284,589 0.11
Cash-settled Equity Swap 05/01/2026 05/01/2026 Cash 20,628 0.01
Cash-settled Equity Swap 11/03/2026 11/03/2026 Cash 33,442 0.01
Cash-settled Equity Swap 21/04/2026 21/04/2026 Cash 21,246 0.01
Cash-settled Equity Swap 22/04/2026 22/04/2026 Cash 60,144 0.02
Cash-settled Equity Swap 24/04/2026 24/04/2026 Cash 1,270 0.00
Cash-settled Equity Swap 27/04/2026 27/04/2026 Cash 432 0.00
Cash-settled Equity Swap 29/04/2026 29/04/2026 Cash 3,560 0.00
Cash-settled Equity Swap 05/05/2026 05/05/2026 Cash 489 0.00
Cash-settled Equity Swap 11/05/2026 11/05/2026 Cash 440 0.00
Cash-settled Equity Swap 12/05/2026 12/05/2026 Cash 11,725 0.00
Cash-settled Equity Swap 13/05/2026 13/05/2026 Cash 15,768 0.01
Cash-settled Equity Swap 18/05/2026 18/05/2026 Cash 38,291 0.01
Cash-settled Equity Swap 19/05/2026 19/05/2026 Cash 7,163 0.00
Cash-settled Equity Swap 20/05/2026 20/05/2026 Cash 60,892 0.02
Cash-settled Equity Swap 22/05/2026 22/05/2026 Cash 1,173 0.00
Cash-settled Equity Swap 26/05/2026 26/05/2026 Cash 11,758 0.00
Cash-settled Equity Swap 27/05/2026 27/05/2026 Cash 13,754 0.01
Cash-settled Equity Swap 02/06/2026 02/06/2026 Cash 3,973 0.00
Cash-settled Equity Swap 05/06/2026 05/06/2026 Cash 1,866 0.00
Cash-settled Equity Swap 08/06/2026 08/06/2026 Cash 416 0.00
Cash-settled Equity Swap 09/06/2026 09/06/2026 Cash 3,508 0.00
Cash-settled Equity Swap 10/06/2026 10/06/2026 Cash 10,913 0.00
Cash-settled Equity Swap 12/06/2026 12/06/2026 Cash 8,982 0.00
Cash-settled Equity Swap 24/06/2026 24/06/2026 Cash 6,522 0.00
Cash-settled Equity Swap 26/06/2026 26/06/2026 Cash 4,173 0.00
Cash-settled Equity Swap 30/06/2026 30/06/2026 Cash 4,642 0.00
Cash-settled Equity Swap 01/07/2026 01/07/2026 Cash 76,843 0.03
Cash-settled Equity Swap 05/05/2028 05/05/2028 Cash 7,045 0.00
Cash-settled Equity Swap 30/05/2028 30/05/2028 Cash 40,703 0.02
Cash-settled Equity Swap 16/01/2029 16/01/2029 Cash 599,100 0.23
Cash-settled Equity Swap 21/06/2029 21/06/2029 Cash 34 0.00
Cash-settled Equity Swap 04/07/2029 04/07/2029 Cash 41 0.00
SUBTOTAL B.2 5,993,682 2.30%
10. Information in relation to the person subject to the notification
obligation (please tick the applicable box):
[ ] 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)
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 entity(xiv):
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
JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association
J.P. Morgan International Finance Limited
J.P. Morgan Capital Holdings Limited
J.P. Morgan Securities plc 3.52% 6.20%
JPMorgan Chase & Co.
JPMorgan Chase Holdings LLC
J.P. Morgan Broker-Dealer Holdings Inc.
J.P. Morgan Securities LLC
JPMorgan Chase & Co.
JPMorgan Chase Holdings LLC
J.P. MORGAN FINANCIAL INVESTMENTS LIMITED
J.P. MORGAN MARKETS LIMITED
JPMorgan Chase & Co.
JPMorgan Chase Holdings LLC
J.P. MORGAN FINANCIAL INVESTMENTS LIMITED
J.P. MORGAN MARKETS LIMITED
Almea 2 Segregated Portfolio Company
11. In case of proxy voting: [name of the proxy holder] will cease to hold [%
and number] voting rights as of date
12. Additional information(xvi):
Done at London on 04 July 2024
Notes
(i). Persons completing this form should have regard to the requirements of
the Transparency (Directive 2004/109/EC) Regulations 2007 as amended (the
"Regulations"), the Central Bank of Ireland's Transparency Rules (the
"Transparency Rules") and Commission Delegated Regulation (EU) 2015/761 of 17
December 2014.
(ii) Full name of the legal entity and other identifying specification of the
issuer or underlying issuer, provided it is reliable and accurate (e.g.
address, LEI, domestic number identity).
(iii) Other reason for the notification could be voluntary notifications,
changes of attribution of the nature of the holding (e.g. expiring of
financial instruments) or acting in concert.
(iv) This should be the full name of (a) the shareholder; (b) the natural
person or legal entity acquiring, disposing of or exercising voting rights in
the cases provided for in Regulation 15(b) to (h) of the Regulations (Article
10 (b) to (h) of Directive 2004/109/EC); or (c) the holder of financial
instruments referred to in Regulation 17(1) of the Regulations (Article 13(1)
of Directive 2004/109/EC).
As the disclosure of cases of acting in concert may vary due to the specific
circumstances (e.g. same or different total positions of the parties, entering
or exiting of acting in concert by a single party) the standard form does not
provide for a specific method how to notify cases of acting in concert.
In relation to the transactions referred to in points (b) to (h) of Regulation
15 of the Regulations (Article 10 of Directive 2004/109/EC), the following
list is provided as an indication of the persons who should be mentioned:
- in the circumstances foreseen in letter (b) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the natural person or legal
entity 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 letter (c) of the Regulation 15 of
the Regulations (Article 10 of Directive 2004/109/EC), the natural person or
legal entity holding the collateral, provided the person or entity controls
the voting rights and declares its intention of exercising them, and natural
person or legal entity lodging the collateral under these conditions;
- in the circumstances foreseen in letter (d) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the natural person or legal
entity who has a life interest in shares if that person or entity is entitled
to exercise the voting rights attached to the shares and the natural person or
legal entity who is disposing of the voting rights when the life interest is
created;
- in the circumstances foreseen in letter (e) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the controlling natural
person or legal entity and, provided it has a notification duty at an
individual level under Regulation 14 of the Regulations (Article 9 of
Directive 2004/109/EC), under letters (a) to (d) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC) or under a combination of
any of those situations, the controlled undertaking;
- in the circumstances foreseen in letter (f) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), 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;
- in the circumstances foreseen in letter (g) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the natural person or legal
entity that controls the voting rights;
- in the circumstances foreseen in letter (h) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), 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 (e.g. management companies).
(v) Applicable in the cases provided for in Regulation 15(b) to (h) of the
Regulations (Article 10 (b) to (h) of Directive 2004/109/EC). This should be
the full name of the shareholder who is the counterparty to the natural person
or legal entity referred to in Regulation 15 of the Regulations (Article 10
Directive 2004/109/EC) unless the percentage of voting rights held by the
shareholder is lower than the lowest notifiable threshold for the disclosure
of voting rights holdings in accordance with the requirements of the
Regulations and the Transparency Rules.
(vi) The date on which threshold is crossed or reached should be the date on
which the acquisition or disposal took place or the other reason triggered the
notification obligation. For passive crossings, the date when the corporate
event took effect.
(vii) The total number of voting rights shall be composed of all the shares,
including depository receipts representing shares, to which voting rights are
attached even if the exercise thereof is suspended.
(viii) If the holding has fallen below the lowest applicable threshold in
accordance with the Regulations and the Transparency Rules the holder is not
obliged to disclose the extent of the holding only that the holding is "below
3%" or "below 5%" as appropriate.
(ix) In case of combined holdings of shares with voting rights attached
"direct holding" and voting rights "indirect holding", 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) Date of maturity/expiration of the financial instrument i.e. the date when
right to acquire shares ends.
(xi) If the financial instrument has such a period - please specify this
period - for example once every 3 months starting from date .
(xii) In case of cash settled instruments the number and percentages of voting
rights is to be presented on a delta-adjusted basis (Regulation 17(4) of the
Regulations/Article 13(1a) of Directive 2004/109/EC).
(xiii) If the person subject to the notification obligation is either
controlled and/or does control another undertaking then the second option
applies.
(xiv) The full chain of controlled undertakings, starting with the ultimate
controlling natural person or legal entity, has to be presented also in cases
in which only on subsidiary level a threshold is crossed or reached and the
subsidiary undertaking discloses the notification, as only thus will the
markets get a full picture of the group holdings. In the case of multiple
chains through which the voting rights and/or financial instruments are
effectively held, the chains have to be presented chain by chain leaving a row
free between different chains (e.g.: A, B, C, free row, A, B, D, free row, A,
E, F etc.).
(xv) The names of controlled undertakings through which the voting rights
and/or financial instruments are effectively held have to be presented
irrespective of whether the controlled undertakings cross or reach the lowest
applicable threshold themselves.
(xvi) Example: Correction of a previous notification.
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