REG-TwentyFour Income Fund Limited: Holding(s) in Company
04/12/2025 14:30
Please note that from 22 March 2021, the Standard TR-1 Form should be completed and submitted to the FCA via our Electronic Submission System (ESS) in relation to notifications of voting rights held in issuers whose shares are admitted to trading on UK regulated markets. Holders of voting rights in issuers whose shares are admitted to trading on UK prescribed markets such as AIM market, can continue to use this form to send their notifications to those issuers. Alternatively, if they wish they can
register on ESS to be able to notify to us, produce a TR-1 Form via ESS and submit the downloaded version to issuers with shares admitted to trading on prescribed markets. More information on how to submit a TR-1 Form via ESS is available here (https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/shareholding-notification-disclosure)
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 attached ii : TwentyFour Income Fund Limited (PO Box 255, Trafalgar Court, Les Banques, St Peter Port, GY1 3QL, Guernsey)
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 TwentyFour Asset Management LLP
City and country of registered office (if applicable) 8 th Floor, The Monument Building, 11 Monument Street, London, EC3R 8AF, United Kingdom
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 : 02/12/2025
6. Date on which issuer notified (DD/MM/YYYY): 02/12/2025
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 held in issuer (8.A + 8.B) vii
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 4.99 4.99 40,446,948
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 (DTR5.1) Indirect (DTR5.2.1) Direct (DTR5.1) Indirect (DTR5.2.1)
GG00B90J5Z95 40,446,948 4.99
SUBTOTAL 8. A 40,446,948 4.99
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is exercised/converted. % of voting rights
date x Conversion Period xi
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Settlement xii Number of voting rights % of voting rights
date x Conversion Period xi
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 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 (please add additional rows as necessary) 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 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 information xvi
Place of completion London, UK
Date of completion 03/12/2025
Notes
i Please note this form should be read jointly
with the applicable Disclosure Guidance and Transparency Rules Chapter 5
(DTR5) available on the following link:
https://www.handbook.fca.org.uk/handbook/DTR/5/?view=chapter
ii Full name of the legal entity and further
specification of the issuer or underlying issuer, provided it is reliable and
accurate (e.g. address, LEI, domestic number identity). Indicate in the
relevant section whether the issuer is a non UK issuer.
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 DTR5.2.1 (b) to (h); (c)
all parties to the agreement referred to in DTR5.2.1 (a) or (d) the holder of
financial instruments referred to in DTR5.3.1.
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
DTR5.2.1 (b) to (h), the following list is
provided as indication of the persons who should be mentioned:
- in the circumstances foreseen in DTR5.2.1 (b), 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 DTR5.2.1 (c), 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 DTR5.2.1 (d), 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 DTR5.2.1 (e), the controlling natural
person or legal entity and, provided it has a notification duty at an
individual level under DTR 5.1, under DTR5.2.1 (a) to (d) or under a
combination of any of those situations, the controlled undertaking;
- in the circumstances foreseen in DTR5.2.1 (f), 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 DTR5.2.1 (g), the natural person or legal
entity that controls the voting rights;
- in the circumstances foreseen in DTR5.2.1 (h), 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
DTR5.2.1 (b) to (h). This should be the full name of the shareholder who is
the counterparty to the natural person or legal entity referred to DTR5.2
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 national practices (e.g. identification of funds managed by
management companies).
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 held in
the issuer 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, please note that it might not be necessary to disclose
the extent of the holding, only that the new holding is below that threshold.
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 (DTR 5.3.3.A).
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 the cases, in which only on subsidiary level a threshold
is crossed or reached and the subsidiary undertaking discloses the
notification as only in this way will the markets get always the full picture
of the group holdings. In 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 by numbering each chain accordingly. Please see the
below example:
Name of ultimate controlling person A (chain 1)
Name of controlled undertaking B
Name of controlled undertaking C
Name of ultimate controlling person A (chain 2)
Name of controlled undertaking B
Name of controlled undertaking D
Name of ultimate controlling person A (chain3)
Name of controlled undertaking E
Name of controlled undertaking F
xv The names of controlled undertakings through
which the voting rights and/or financial instruments are effectively held have
to be presented irrespectively whether the controlled undertakings cross or
reach the lowest applicable threshold themselves.
xvi Example: Correction of a previous
notification.
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