⌘K
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| Date | 8 Dec 2021 |
| Time | 16:04:37 |
| Category | Holding(s) in company |
| ID | 0276V |
8 December 2021
finnCap Group plc
(the "Company" and, together with its subsidiaries, the "Group")
COVID Option Exercises and EBT Holdings in Company
In its interim results released on 18 November 2021, the Company announced its intention to make an offer to staff members holding options granted in connection with the salary sacrifice arrangements in April 2020 (known as the "COVID Options") in order to facilitate exercise and arrange for settlement of related tax where applicable using the finnCap Group Employee Benefit Trust ("EBT") to reduce the dilutive impact of such exercises.
Following the interim results, the offer was made and the Company today confirms that COVID Options over 4,616,318 ordinary shares ("shares") at an exercise price of £0.01 a share were exercised as part of the offer (representing c.95% of all such exerciseable options). These options are being satisfied using existing shares held by the EBT. Of these, 4,221,818 shares were transferred by the EBT to staff yesterday, and the remainder are expected to be transferred by the EBT to staff within the next week.
Staff elected to sell, and the EBT has purchased, 2,444,405 of these shares at a price of £0.345 per share (being the closing mid-price on 6 December 2021) in order to satisfy the exercise price and their tax liability arising on exercise. The Group has lent the EBT c.£845k in order to fund these share purchases. Staff who elected to sell shares to the EBT agreed that their remaining shares (1,777,413 shares in total) would be subject to a 12 month lock-in.
Further details on the transfers are included in the notifications below.
Following the exercises referred to above, COVID Options over 225,500 shares remain outstanding.
There is no change in the total voting rights of the Company as a result of the above transactions.
For information, please contact:
finnCap Group plc Tel: +44 (0) 20 7220 0500
Sam Smith, Chief Executive Officer investor.relations@finncap.com
Richard Snow, Chief Financial Officer
Grant Thornton (Nominated Adviser) Tel: +44 (0) 20 7383 5100
Philip Secrett/Samantha Harrison/George Grainger
Oberon Capital (Joint broker) Tel: +44 (0) 20 3179 5344
Mike Seabrook
finnCap Ltd (Joint Broker) Tel: +44 (0) 20 7220 0500
Rhys Williams / Tim Redfern
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: |
finnCap Group 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 |
X |
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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) iii: |
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3. Details of person subject to the notification obligation iv |
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Name |
Ogier Global Trustee (Jersey) Limited as Trustee of The FinnCap Group Employee Benefit Trust |
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City and country of registered office (if applicable) |
St Helier, Jersey |
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4. Full name of shareholder(s) (if different from 3.) v |
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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 reached vi: |
7 December 2021 |
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6. Date on which issuer notified (DD/MM/YYYY): |
07/12/21 |
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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 issuer (8.A + 8.B) vii |
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Resulting situation on the date on which threshold was crossed or reached |
5.13% |
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5.13% |
9,115,689 |
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Position of previous notification (if applicable) |
7.24% |
0 |
7.24% |
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8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii |
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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 ix |
% 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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Ordinary |
9,115,689 |
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5.13% |
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SUBTOTAL 8. A |
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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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SUBTOTAL 8. B 1 |
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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 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") |
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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 xiii |
X |
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Full chain of controlled undertakings through which the voting rights and/or the |
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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: |
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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 |
St Helier, Jersey |
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Date of completion |
7 December 2021 |
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: |
finnCap Group plc |
|||||
|
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 |
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 |
Ogier Global Trustee (Jersey) Limited as Trustee of The FinnCap Group Employee Benefit Trust |
|||||
|
City and country of registered office (if applicable) |
St Helier, Jersey |
|||||
|
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: |
7 December 2021 |
|||||
|
6. Date on which issuer notified (DD/MM/YYYY): |
07/12/21 |
|||||
|
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 |
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Resulting situation on the date on which threshold was crossed or reached |
6.50% |
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6.50% |
11,560,094 |
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Position of previous notification (if applicable) |
5.13% |
0 |
5.13% |
|
||
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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 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) |
||||||
|
Ordinary |
11,560,094 |
|
6.50% |
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SUBTOTAL 8. A |
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|
|
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|
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 |
|||||
|
|
|
|
|
|
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|
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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 |
Exercise/ |
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 |
|
|||
|
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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||||
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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 |
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Place of completion |
St Helier, Jersey |
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Date of completion |
7 December 2021 |