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) |
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1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: |
DEV CLEVER HOLDINGS PLC |
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1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) |
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Non-UK issuer |
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2. Reason for the notification (please mark the appropriate box or boxes with an "X") |
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An acquisition or disposal of voting rights |
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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): Dilution |
X |
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3. Details of person subject to the notification obligation |
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Name |
Sitius Ltd |
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City and country of registered office (if applicable) |
Gibraltar |
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4. Full name of shareholder(s) (if different from 3.) |
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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 reachedvi: |
19/07/2022 |
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6. Date on which issuer notified (DD/MM/YYYY): |
03/08/2022 |
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7. Total positions of person(s) subject to the notification obligation |
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% 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 issuervii |
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Resulting situation on the date on which threshold was crossed or reached |
8.74% |
1.21% |
9.95% |
829,114,274 |
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Position of previous notification (if applicable) |
12.21% |
1.68% |
13.89% |
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8. Notified details of the resulting situation on the date on which the threshold was crossed or reached |
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A: Voting rights attached to shares |
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Class/type of ISIN code (if possible) |
Number of voting rights |
% of voting rights |
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Direct (DTR5.1) |
Indirect (DTR5.2.1) |
Direct (DTR5.1) |
Indirect (DTR5.2.1) |
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GB00BH452L44 |
72,500,000 |
N/A |
8.74% |
N/A |
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SUBTOTAL 8. A |
72,500,000 |
8.74% |
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B 1: Financial Instruments according to DTR5.3.1R (1) (a) |
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Type of financial instrument |
Expiration |
Exercise/ |
Number of voting rights that may be acquired if the instrument is exercised/converted. |
% of voting rights |
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Option |
25/02/2023 |
£0.25 |
5,000,000 |
0.60% |
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Option |
25/02/2023 |
£0.25 |
5,000,000 |
0.60% |
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SUBTOTAL 8. B 1 |
10,000,000 |
1.21% |
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B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) |
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Type of financial instrument |
Expiration |
Exercise/ |
Physical or cash settlement |
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") |
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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 |
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Full chain of controlled undertakings through which the voting rights and/or the |
X |
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Name |
% 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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David Von Rosen |
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Sitius Ltd |
8.74% |
1.21% |
9.95% |
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10. In case of proxy voting, please identify: |
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Name of the proxy holder |
N/A |
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The number and % of voting rights held |
N/A |
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The date until which the voting rights will be held |
N/A |
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11. Additional information |
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David Von Rosen is the ultimate beneficial owner of Sitius Ltd. Sitius Ltd holds 8.74% of the issued share capital of the issuer. In respect of the options here notified, if they were exercised Sitius Ltd would own 9.95% of the current issued share capital of the issuer. David Von Rosen also holds 16,500,000 ordinary shares in the issuer in his own name, representing 1.99% of the current issued share capital of the issuer, for a total interest of 11.94%.
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Place of completion |
Gibraltar |
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Date of completion |
3 August 2022 |
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