REG - TMT Investments - PDMR and Major Shareholdings
16 October 2020
TMT INVESTMENTS PLC
("TMT" or the "Company")
PDMR and Major Shareholdings
TMT Investments PLC (AIM: TMT.L), the venture capital company investing in high-growth technology companies, announces that it was notified on 15 October 2020, that on 14 October 2020, Nelli Morgulchik (adult daughter of Alexander Morgulchik) transferred, at her sole discretion and for nil consideration, 92.12% of the shares in Macmillan Trading Company Limited ("Macmillan") to Alexander Morgulchik (TMT's Head of Business Development), German Kaplun (TMT's Head of Strategy) and Artemii Iniutin (TMT's Head of Investments) (the "Transfer").
Following the Transfer, the resulting interests in Macmillan, which is currently interested in 6,817,063 ordinary shares of no par value in the Company ("Ordinary Shares"), representing approximately 23.36% of the Company's issued share capital, are set out in the table below.
Accordingly, TMT shareholdings of the members of the concert party, as defined in the City Code on Takeovers and Mergers (the "Code"), which currently exists in the Company, have changed as follows:
Shareholder (legal holder)
Beneficial holder
(if different to legal holder)
No. of Ordinary Shares
% of issued share capital
Macmillan Trading Company Limited ("Macmillan")
Alexander Morgulchik 45.05%, German Kaplun 37.17%, Artemii Iniutin 9.90%,
Nelli Morgulchik 7.88%6,817,063
23.36%
Ramify Consulting Corp. ("Ramify")
German Kaplun
5,348,980
18.33%
Wissey Trade & Invest Ltd ("Wissey")
Andrey Kareev
5,000,000
17.13%
Eclectic Capital Limited ("Eclectic")
Nika Kirpichenko
1,800,000
6.17%
Menostar Holdings Limited ("Menostar")
Dmitry Kirpichenko
1,790,000
6.13%
Merit Systems Inc.
Artemii Iniutin
1,191,218
4.08%
Natalia Inyutina (Adult daughter of Artemii Iniutin)
727,156
2.49%
Vlada Kaplun (Adult Daughter of German Kaplun)
363,578
1.25%
Marina Kedrova (Adult Daughter of German Kaplun)
363,578
1.25%
Artemii Iniutin
241,939
0.83%
Total
23,643,512
81.01%
Since September 2013, when the Company became subject to the Code, the concert party has been interested in, in aggregate, more than 50% of the Company's issued share capital at all times.
The total direct and indirect interest in TMT by the concert party's beneficial holders are now as follows:
Beneficial holder
No. of Ordinary Shares
% of issued share capital
German Kaplun
7,882,664
27.01%
Andrey Kareev
5,000,000
17.13%
Alexander Morgulchik
3,071,087
10.52%
Artemii Iniutin
2,108,046
7.22%
Nika Kirpichenko
1,800,000
6.17%
Dmitry Kirpichenko
1,790,000
6.13%
Natalia Inyutina
727,156
2.49%
Nelli Morgulchik
537,403
1.84%
Vlada Kaplun
363,578
1.25%
Marina Kedrova
363,578
1.25%
Total
23,643,512
81.01%
The relevant shareholders' individual notification forms are copied below.
TMT Investments PLC
Alexander Selegenev
Executive Director
+44 (0)1534 281 800
(Computershare - Company Secretary)
alexander.selegenev@tmtinvestments.com
Strand Hanson Limited (Nominated Adviser)
Richard Tulloch / James Bellman
+44 (0)20 7409 3494
Hybridan LLP (Broker)
Claire Louise Noyce
+44 (0)20 3764 2341
Kinlan Communications
David Hothersall
+44 (0)20 7638 3435
About TMT Investments PLC
TMT Investments PLC invests in high-growth technology companies across a number of core specialist sectors and has a significant number of Silicon Valley investments in its portfolio. Founded in 2010, TMT has invested in over 60 companies to date and has net assets of US$101m as of 30 June 2020. The Company's objective is to generate an attractive rate of return for shareholders, predominantly through capital appreciation. The Company is traded on the AIM market of the London Stock Exchange. www.tmtinvestments.com.
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:
TMT Investments PLC
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
Nelli Morgulchik
City and country of registered office (if applicable)
4. Full name of shareholder(s) (if different from 3.)v
Name
MacMillan Trading Company Limited
City and country of registered office (if applicable)
Road Town, Tortola, BVI
5. Date on which the threshold was crossed or reachedvi:
14/10/2020
6. Date on which issuer notified (DD/MM/YYYY):
15/10/2020
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
1.84%
29,185,831
Position of previous notification (if applicable)
23.36%
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)
JE00B3RQZ289
537,403
1.84%
SUBTOTAL 8. A
537,403
1.84%
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
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
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)X
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
Nelli Morgulchik
MacMillan Trading Company Limited
23.36% of which Nelli Morgulchik is interested in 1.84%
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
London, UK
Date of completion
15/10/2020
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:
TMT Investments PLC
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
Alexander Morgulchik
City and country of registered office (if applicable)
4. Full name of shareholder(s) (if different from 3.)v
Name
MacMillan Trading Company Limited
City and country of registered office (if applicable)
Road Town, Tortola, BVI
5. Date on which the threshold was crossed or reachedvi:
14/10/2020
6. Date on which issuer notified (DD/MM/YYYY):
15/10/2020
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
10.52%
29,185,831
Position of previous notification (if
applicable)
0%
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)
JE00B3RQZ289
3,071,087
10.52%
SUBTOTAL 8. A
3,071,087
10.52%
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
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
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)
X
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
Alexander Morgulchik
10.52%
10.52%
MacMillan Trading Company Limited
23.36% of which Alexander Morgulchik is interested in 10.52%
10.52%
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
Moscow, Russia
Date of completion
15/10/2020
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:
TMT Investments PLC
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
German Kaplun
City and country of registered office (if applicable)
4. Full name of shareholder(s) (if different from 3.)v
Name
MacMillan Trading Company Limited
City and country of registered office (if applicable)
Road Town, Tortola, BVI
5. Date on which the threshold was crossed or reachedvi:
14/10/2020
6. Date on which issuer notified (DD/MM/YYYY):
15/10/2020
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
27.01%
29,185,831
Position of previous notification (if
applicable)
18.33%
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)
JE00B3RQZ289
7,882,664
27.01%
SUBTOTAL 8. A
7,882,664
27.01%
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
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
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)X
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
German Kaplun
27.01%
27.01%
Ramify Consulting Corp.
18.33%
18.33%
MacMillan Trading Company Limited
23.36 % of which German Kaplun is interested in 8.68%
8.68%
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
Belek, Turkey
Date of completion
15/10/2020
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:
TMT Investments PLC
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
Artemii Iniutin
City and country of registered office (if applicable)
4. Full name of shareholder(s) (if different from 3.)v
Name
MacMillan Trading Company Limited
City and country of registered office (if applicable)
Road Town, Tortola, BVI
5. Date on which the threshold was crossed or reachedvi:
14/10/2020
6. Date on which issuer notified (DD/MM/YYYY):
15/10/2020
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
7.22%
29,185,831
Position of previous notification (if
applicable)
4.91%
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)
JE00B3RQZ289
241,939
1,866,107
0.83%
6.39%
SUBTOTAL 8. A
2,108,046
7.22%
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
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
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)X
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
Artemii Iniutin
7.22%
7.22%
Merit Systems Inc.
4.08%
4.08%
MacMillan Trading Company Limited
23.36% of which Artemii Iniutin is interested in 2.31%
2.31%
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
Moscow, Russian Federation
Date of completion
15/10/2020
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Alexander Morgulchik
2
Reason for the notification
a)
Position/status
PDMR (Head of Business Development)
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
TMT Investments PLC (the "Issuer")
b)
LEI
213800UGZLGI4R6YW964
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Ordinary shares of no par value each
Identification code
JE00B3RQZ289
b)
Nature of the transaction
Indirect acquisition of ordinary shares in the Issuer through transfer of shares in MacMillan Trading Company Limited (the registered shareholder of ordinary shares in the Issuer) for nil consideration
c)
Price(s) and volume(s)
Price(s)
Volume(s)
N/A
3,071,087
d)
Aggregated information
- Aggregated volume
Acquisition of 3,071,087 ordinary shares
- Price
Nil consideration
e)
Date of the transaction
14 October 2020
f)
Place of the transaction
Outside of a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
German Kaplun
2
Reason for the notification
a)
Position/status
PDMR (Head of Strategy)
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
TMT Investments PLC (the "Issuer")
b)
LEI
213800UGZLGI4R6YW964
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Ordinary shares of no par value each
Identification code
JE00B3RQZ289
b)
Nature of the transaction
Indirect acquisition of ordinary shares in the Issuer through transfer of shares in MacMillan Trading Company Limited (the registered shareholder of ordinary shares in the Issuer) for nil consideration
c)
Price(s) and volume(s)
Price(s)
Volume(s)
N/A
2,533,684
d)
Aggregated information
- Aggregated volume
Acquisition of 2,533,684 ordinary shares
- Price
Nil consideration
e)
Date of the transaction
14 October 2020
f)
Place of the transaction
Outside of a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Artemii Iniutin
2
Reason for the notification
a)
Position/status
PDMR (Head of Investments)
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
TMT Investments PLC (the "Issuer")
b)
LEI
213800UGZLGI4R6YW964
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Ordinary shares of no par value each
Identification code
JE00B3RQZ289
b)
Nature of the transaction
Indirect acquisition of ordinary shares in the Issuer through transfer of shares in MacMillan Trading Company Limited (the registered shareholder of ordinary shares in the Issuer) for nil consideration
c)
Price(s) and volume(s)
Price(s)
Volume(s)
N/A
674,889
d)
Aggregated information
- Aggregated volume
Acquisition of 674,889 ordinary shares
- Price
Nil consideration
e)
Date of the transaction
14 October 2020
f)
Place of the transaction
Outside of a trading venue
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.ENDDSHFFLEFIESSEES
Recent news on TMT Investments
See all newsREG - TMT Investments - Portfolio Update
AnnouncementREG - TMT Investments - Result of AGM
AnnouncementREG - TMT Investments - Director Dealing
AnnouncementREG - TMT Investments - Director Dealing
AnnouncementREG - TMT Investments - Final Results and Notice of AGM
Announcement