TIDMFDP
RNS Number : 7577Z
FD Technologies PLC
15 January 2024
TR-1: S tandard 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 FD TECHNOLOGIES PLC
underlying issuer of existing shares
to which voting rights are attached
(ii) :
----------------------------------------------------------
1b. Please indicate if the issuer is a non-UK issuer (please mark with
an "X" if appropriate)
Non-UK issuer
------------------
2. Reason for the notification (please mark the appropriate box or boxes
with an "X")
An acquisition or disposal of voting rights
------------------
An acquisition or disposal of financial instruments X
------------------
An event changing the breakdown of voting rights
------------------
Other (please specify)(iii) :
------------------
3. Details of person subject to the notification obligation (iv)
Name Irenic Capital Management
City and country of registered office New York, United States
(if applicable)
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 12/01/2024
crossed or reached (vi) :
----------------------------------------------------------
6. Date on which issuer notified 15/01/2024
(DD/MM/YYYY):
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7. Total positions of person(s) subject to the notification obligation
% of voting % of voting rights Total of both Total number
rights attached through financial in % (8.A + of voting rights
to shares (total instruments 8.B) held in issuer
of 8. A) (total of 8.B (vii)
1 + 8.B 2)
------------------------ ------------------- ----------------- ------------------
Resulting situation
on the date
on which threshold
was crossed
or reached 0% 5.873753% 5.873753% 1,649,829.00
------------------------ ------------------- ----------------- ------------------
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 % of voting rights
shares (ix)
ISIN code (if
possible)
---------------------------- --------------------------
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
------------ -------------- ----------- -------------
SUBTOTAL 8.
A
---------------------------- --------------------------
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial Expiration Exercise/ Number of voting % of voting
instrument date Conversion Period rights that may rights
(x) (xi) be acquired if
the instrument
is
exercised/converted.
----------- ------------------- ---------------------- ------------
SUBTOTAL 8. B
1
------------------- ---------------------- ------------
B 2: Financial Instruments with similar economic effect according to
DTR5.3.1R (1) (b)
Type of financial Expiration Exercise/ Physical Number of % of voting
instrument date (x) Conversion or cash voting rights rights
Period (xi) settlement
(xii)
------------ -------------- -------------- --------------- ------------
Cash
Swap Settled 1,649,829 5.873753%
------------ --------------- ------------
SUBTOTAL
8.B.2 1,649,829 5.873753%
-------------------------------------------------------------- --------------- ------------
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)
Full chain of controlled undertakings through which the x
voting rights and/or the
financial instruments are effectively held starting
with the ultimate controlling natural person or legal
entity (xiv) (please add additional rows as necessary)
Name (xv) % of voting rights % of voting rights Total of both if
if it equals or through financial it equals or is
is higher than instruments if it higher than the
the notifiable equals or is higher notifiable threshold
threshold than the notifiable
threshold
--------------------- ----------------------- ------------------------
Irenic Capital
Opportunity Master
Fund LP
--------------------- ----------------------- ------------------------
Irenic Capital
Evergreen Master
Fund LP
--------------------- ----------------------- ------------------------
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
Date of completion 15/01/2024
-----------
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 thus 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
leaving a row free between different chains (e.g.: A, B, C, free
row, A, B, D, free row, A, E, F etc.).
(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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END
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