Notification of major interes

RNS Number : 6732A

Dolphin Capital Investors Limited

13 October 2009

 



TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: ii			Dolphin Capital Investors Ltd
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached				X
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the notification obligation: iii		Each of FIG Corp. and Fortress Investment Group LLC (Fortress Partners Securities LLC and Fortress Partners Offshore Securities LLC are each ultimately controlled by FIG Corp., which itself is controlled by Fortress Investment Group LLC. Each of Fortress Partners Securities LLC and Fortress Partners Offshore Securities LLC: (i) holds shares in Hallmark Investors Ltd, which, in turn, holds shares in Dolphin Capital Investors Ltd; and (ii) also holds shares in Dolphin Capital Investors Ltd. Further, Fortress Partners Advisors LLC acts as investment manager to the funds which directly own Fortress Partners Securities LLC and Fortress Partners Offshore Securities LLC, and controls the investment decisions taken by such funds).
4. Full name of shareholder(s)  (if different from 3.):iv		Hallmark Investors Ltd, Fortress Partners Securities LLC and Fortress Partners Offshore Securities LLC
5. Date of the transaction and date on which the threshold is crossed or reached: v		8 October 2009
6. Date on which issuer notified:		12 October 2009
7. Threshold(s) that is/are crossed or reached: vi, vii		Reached 3%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type of shares if possible using the ISIN CODE

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

Number of Shares

Number of Voting Rights

Number of shares

Number of voting rights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

VGG2803G1028

18,381,242

18,381,242

18,381,242

2.93%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date xiii

Exercise/  Conversion Period xiv

Number of voting rights that may be acquired if the instrument is exercised/ converted.

% of voting rights

Common shares with nominal value of €1.00 each in Hallmark Investors Ltd

N/A

N/A

456,750

0.07%

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date xvii

Exercise/ Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

N/A

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

18,837,992

3.00%

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: xxi
Fortress Partners Securities LLC and Fortress Partners Offshore Securities LLC (collectively "FPF"), which hold 10,367,769 shares and 8,013,473 shares respectively in Dolphin Capital Investors Ltd ("DCI"), amounting to 1.65% and 1.28% respectively of the voting rights in DCI, are each ultimately controlled by FIG Corp., which itself is controlled by Fortress Investment Group LLC ("Fortress"). FPF are also shareholders in Hallmark Investors Ltd ("Hallmark"), which holds shares in DCI. Pursuant to certain contractual arrangements which FPF have entered into with Hallmark and certain other parties, pursuant to their shareholding in Hallmark, FPF are entitled, upon the occurrence of certain events, to receive additional shares in DCI from Hallmark. FPF's current aggregate entitlement is to receive 456,750 shares in DCI, amounting to 0.07% of the voting rights in that company. Accordingly, aggregating these additional shares in DCI with the shares in DCI already held by FPF, each of FIG Corp. and Fortress has an indirect interest in 18,837,992 shares in DCI in total, amounting to 3.00% of the voting rights in DCI. Further, Fortress Partners Advisors LLC acts as investment manager to the funds which directly own FPF and controls the investment decisions taken by such funds.
Proxy Voting:
10. Name of the proxy holder:		N/A
11. Number of voting rights proxy holder will cease to hold:		N/A
12. Date on which proxy holder will cease to hold voting rights:		N/A
13. Additional information:	None
14. Contact name:	Michael Cohn
15. Contact telephone number:	[phone]

 

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