TR-1: Standard form for notification of major
holdings
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NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant
issuer and to the FCA in Microsoft Word format if possible)
i |
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| 1a.
Identity of the issuer or the underlying issuer of existing shares
to which voting rights are attached ii: |
DiscovOre plc |
| 1b.
Please indicate if the issuer is a non-UK issuer (please
mark with an “X” if appropriate) |
| Non-UK
issuer |
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| 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 |
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| An event
changing the breakdown of voting rights |
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| Other
(please specify) iii: |
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| 3.
Details of person subject to the notification obligation
iv |
| Name |
Gunsynd
plc |
| City and
country of registered office (if applicable) |
London,
England |
| 4. Full
name of shareholder(s) (if different from 3.) v |
| Name |
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| City and
country of registered office (if applicable) |
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| 5. Date
on which the threshold was crossed or reached
vi: |
05/05/2021 |
| 6. Date
on which issuer notified (DD/MM/YYYY): |
05/05/2021 |
| 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 held in issuer (8.A + 8.B)
vii |
| Resulting situation on
the date on which threshold was crossed or reached |
10,000,000 |
- |
10,000,000 |
4.75% |
Position
of previous notification (if
applicable) |
- |
- |
- |
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| 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
shares
ISIN code (if possible) |
Number
of voting rights ix |
% of
voting rights |
Direct
(DTR5.1) |
Indirect
(DTR5.2.1) |
Direct
(DTR5.1) |
Indirect
(DTR5.2.1) |
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GB00BJN5JS53 |
10,000,000 |
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4.75% |
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SUBTOTAL 8. A |
10,000,000 |
4.75% |
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| B 1:
Financial Instruments according to DTR5.3.1R (1) (a) |
| Type of financial
instrument |
Expiration
date x |
Exercise/
Conversion Period xi |
Number
of voting rights that may be acquired if the instrument is
exercised/converted. |
% of voting rights |
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SUBTOTAL 8. B 1 |
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| B 2:
Financial Instruments with similar economic effect according to
DTR5.3.1R (1) (b) |
| Type of financial
instrument |
Expiration
date x |
Exercise/
Conversion Period xi |
Physical
or cash
Settlement xii |
Number of voting rights |
% of voting rights |
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SUBTOTAL 8.B.2 |
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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 |
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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 |
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| 10.
In case of proxy voting, please identify: |
| Name of
the proxy holder |
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| The number
and % of voting rights held |
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| The date
until which the voting rights will be held |
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| 11.
Additional information xvi |
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| Place of
completion |
United Kingdom |
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| Date of
completion |
05/05/2021 |
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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.