Significant Shareholder & PDMR Shareholding

RNS Announcement

RNS Number : 6837X

Distribution Finance Cap. Hldgs PLC

01 September 2020

Distribution Finance Capital Holdings plc
("DFC" or the "Company" or together with its subsidiaries the "DFC Group")

Changes to interests of a significant shareholder and PDMR Notification

The Group has received a notification of a change in the interests of a significant shareholder. The following details are now notified:

(a) Identity of the significant shareholder: Watrium AS

(b) Dates of relevant change: 21 August 2020 and 25 August 2020

(d) Price, amount and class: 15,349,484 ordinary shares of 1p each; price not disclosed

(e) Nature of transaction: sale and purchase of shares

(f) Nature and extent of significant shareholder's interest: direct interests

(g) Resultant shareholding: 15.35 % to 14.39% and then15.35% once more

A copy of the TR1 notifications received from this investor is set out here:

NOTIFICATION OF MAJOR HOLDINGS

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedⁱⁱ:			Distribution Finance Capital Holdings 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			Watrium AS
City and country of registered office (if applicable)			Oslo, Norway
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:			20/08/2020
6. Date on which issuer notified (DD/MM/YYYY):			21/08/2020
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 of issuer^vii
Resulting situation on the date on which threshold was crossed or reached	14.39%			14.39%	15,349,484
Position of previous notification (if applicable)	15.35%			15.35%

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 (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)			Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)
GB00BJ7HMR72		15,349,484					14.39%


SUBTOTAL 8. A		15,349,484					14.39%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (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



			SUBTOTAL 8. B 1

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrument	Expiration date^x		Exercise/ Conversion Period ^xi		Physical or cash settlement^xii			Number of voting rights	% of voting rights



					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^xiv(please add additional rows as necessary)
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

Place of completion	Oslo
Date of completion	21/08/2020

NOTIFICATION OF MAJOR HOLDINGS

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedⁱⁱ:			Distribution Finance Capital Holdings 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			Watrium AS
City and country of registered office (if applicable)			Oslo, Norway
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:			25/08/2020
6. Date on which issuer notified (DD/MM/YYYY):			01/09/2020
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 of issuer^vii
Resulting situation on the date on which threshold was crossed or reached	15.35%			15.35%	16,373,366
Position of previous notification (if applicable)	14.39%			14.39%

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 (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)			Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)
GB00BJ7HMR72		16,373,366					15.35%


SUBTOTAL 8. A		16,373,366					15.35%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (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



			SUBTOTAL 8. B 1

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrument	Expiration date^x		Exercise/ Conversion Period ^xi		Physical or cash settlement^xii			Number of voting rights	% of voting rights



					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^xiv(please add additional rows as necessary)
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	Oslo
Date of completion	01/09/2020

PDMR Notification

Further to the announcements released by the Company on 21 August 2020 Gavin Morris (a director of the Company) has completed the transfer of two tranches of ordinary shares in the capital of the Company ("Shares") as follows:

- 85,407 Shares were sold by Gavin Morris to Watrium AS on 25 August 2020 (the proceeds of which were used to fund the repayment of a loan (together with accrued interest) outstanding from Distribution Finance Capital Ltd to Gavin Morris; and

- 116,202 Shares were sold by Gavin Morris to Watrium AS on 26 August 2020, the consideration for which was the transfer by Watrium AS to Gavin Morris of 116,202 Shares.

Further to the above, the Company makes the following notification and public disclosure of transactions by persons discharging managerial responsibilities:

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Gavin Morris
2	Reason for the notification
a)	Position/status	Chief Financial Officer and Director of Distribution Finance Capital Holdings plc
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	DISTRIBUTION FINANCE CAPITAL HOLDINGS PLC
b)	LEI	2138004TJJJSFYYCWP10
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
	First Transaction
a)	Description of the financial instrument, type of instrument	Ordinary Shares of Distribution Finance Capital Holdings plc

	Identification code	ISIN: GB00BJ7HMR72

b)	Nature of the transaction	Sale of shares
c)	Price(s) and volume(s)
			Price(s) - GBP	Volume(s)
			38.5 pence	85,407

d)	Aggregated information

	- Aggregated volume	85,407

	- Price (GBP)	38.5 pence

	- Total	£32,881.70

e)	Date of the transaction	25 August 2020
f)	Place of the transaction	Outside a trading venue
	Second Transaction
a)	Description of the financial instrument, type of instrument	Ordinary Shares of Distribution Finance Capital Holdings plc

	Identification code	ISIN: GB00BJ7HMR72

b)	Nature of the transaction	Sale of shares
c)	Price(s) and volume(s)
			Price(s) - GBP	Volume(s)
			0.00	116,202

d)	Aggregated information

	- Aggregated volume	116,202

	- Price (GBP)	The consideration for the sale was the transfer to Gavin Morris of 116,202 Ordinary Shares by Watrium AS

	- Total	0.00

e)	Date of the transaction	26 August 2020
f)	Place of the transaction	Outside a trading venue

Enquiries:

Distribution Finance Capital Holdings plc
Sarah Clark - Company Secretary	+44 (0) 7715317017
Kam Bansil - Head of Investor Relations	+44 (0) 7779 229508
http://www.dfcapital-investors.com
Macquarie Capital (Europe) Limited (NOMAD and broker)
Alex Reynolds / Jonny Allison	+44 (0) 20 3037 2000
Blue Pool Communications (Financial PR)
Nick Lord	+44 (0) 7501 271 083

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RNS metadata

Title: Significant Shareholder & PDMR Shareholding
Time: 11:46:45
Date: 1 Sept 2020
Category: Miscellaneous
ID: 6837X