REG - Star Phoenix Group - Major shareholding notification

Star PhoenixAnnouncement

07/05/2021 11:10

RNS Number : 9367X
  
Star Phoenix Group Ltd
  
07 May 2021
  
 

Star Phoenix Group Ltd
("Star Phoenix" or "the Company")
 
7 May 2021
 
MAJOR SHAREHOLDING NOTIFICATION
Star Phoenix, an AIM listed company (AIM: STA) focused on growth through attractive opportunities, announces that one of the Company's shareholders Thesolia Ltd which previously held 23,561,326 ordinary shares (15.62% shareholding) has completed an off-market sale of all of its shares to another investor, Preceding Max Ltd (the "Investor"). As a result, the Investor will now hold 23,561,326 ordinary shares (15.62% shareholding). There will be no change to the capital structure of the Company following this change. The Investor is not a related party to the Company.
As previously announced, Thesolia Ltd could nominate up to two non-executive directors to the Board of the Company as part of their original subscription agreement. This right does not transfer to the Investor, and will therefore terminate. 
Forms for notification of major holdings (TR-1) for both the Investor and Thesolia Ltd can be found at the end of this announcement.
 
 




 
Contact Details
 


 




 
Star Phoenix Group Ltd 
Evgenia Bezruchko (Group Corporate Development Manager & Joint Company Secretary)
e. admin@starphoenixgroup.com
t.   +44 (0)20 3865 8430


WH Ireland Limited (Nominated Adviser and Broker)
James Joyce / Matthew Chan
t.   +44 (0)20 7220 1666




 
The information contained within this announcement is considered to be inside information prior to its release, as defined in Article 7 of the Market Abuse Regulation No. 596/2014, and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.
 
 
 
 
 
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 which voting rights are attachedii: 


Star Phoenix Group Ltd




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 obligationiv




Name


Preceding Max Ltd




City and country of registered office (if applicable)


Mahé, Seychelles




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 reachedvi:


07/05/2021




6. Date on which issuer notified (DD/MM/YYYY):


07/05/2021




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


15.62%


 


 


23,561,326




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

shares
ISIN 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)




AU0000067084


23,561,326


 


15.62%


 




 


 


 


 


 




 


 


 


 


 




SUBTOTAL 8. A


23,561,326


15.62%




 
 




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

datex


Exercise/

Conversion Periodxi


Number 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

datex


Exercise/

Conversion Period xi


Physical or cash 
settlementxii


Number of voting rights 


% of voting rights




 


 


 


 


 


 




 


 


 


 


 


 




 


 


 


 


 


 




 


 


 


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) issuerxiii


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 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




 



 
 
 
 
 



 




Place of completion


Seychelles




Date of completion


07/05/2021




 
 
 
 
 
 
 
 
 
 
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 which voting rights are attachedii: 


Star Phoenix Group Ltd




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 obligationiv




Name


Thesolia Ltd




City and country of registered office (if applicable)


Limassol, Cyprus




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 reachedvi:


07/05/2021




6. Date on which issuer notified (DD/MM/YYYY):


07/05/2021




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


0%


 


 


0




Position of previous notification (if 
applicable)


15.62%


 


 


23,561,326



 
 
 
 
 
 
 



 




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

shares
ISIN 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)




AU0000067084


0


 


0%


 




 


 


 


 


 




 


 


 


 


 




SUBTOTAL 8. A


0


0%




 
 




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

datex


Exercise/

Conversion Periodxi


Number 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

datex


Exercise/

Conversion Period xi


Physical or cash 
settlementxii


Number of voting rights 


% of voting rights




 


 


 


 


 


 




 


 


 


 


 


 




 


 


 


 


 


 




 


 


 


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) issuerxiii


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 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




 



 
 
 
 
 



 




Place of completion


Cyprus




Date of completion


07/05/2021




 
 
 
 
 
 

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