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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 |
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1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii : |
GB 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 |
Audax Private Equity Business V, L.P. |
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City and country of registered office (if applicable) |
Boston, United States of America |
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4. Full name of shareholder(s) (if different from 3.) v |
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Name |
AG Acuant Holdings, LP |
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City and country of registered office (if applicable) |
Boston, United States of America |
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5. Date on which the threshold was crossed or reached vi : |
5 July 2022 |
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6. Date on which issuer notified (DD/MM/YYYY): |
5 July 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 issuer (8.A + 8.B) vii |
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Resulting situation on the date on which threshold was crossed or reached |
Below 3% |
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Below 3% |
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Position of previous notification (if applicable) |
3.83% |
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3.83% |
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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 |
Below 3% |
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Below 3% |
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SUBTOTAL 8. A |
Below 3% |
Below 3% |
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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 |
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Full
chain of controlled undertakings through which the voting rights and/or the |
X |
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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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Audax Private Equity Business V, L.P. |
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Acuant Acquisition GP Holdings, LLC |
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Audax Private Equity Fund V-A, L.P. |
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Audax Private Equity Fund V-B, L.P. |
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Audax PE V Co-Invest, a Series of Audax Co-Invest Series, LLC |
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Audax Trust Co-invest, L.P. |
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AFF Co-Invest, L.P. |
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Randolph Street Investment Partners, L.P. |
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AG Acuant Holdings, LP |
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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 xvi |
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This disclosure has been calculated based on the issued share capital of 251,962,754 shares disclosed by GB Group plc in its announcement of 30 June 2022.
Audax Private Equity Business V, L.P. holds its interest in GB Group plc in its capacity as the general partner of Audax Private equity Fund V-A, L.P., and Audax Private Equity Fund V-B, L.P., which together control AG Acuant Holdings, LP through their ownership, collectively, of 100% of the general partner of AG Acuant Holdings, LP. Audax Private Equity Fund V-A, LP., and Audax Private Equity Fund V-B, L.P., together also own 83.3% of the limited partnership interest in AG Acuant Holdings, LP and, collectively with the other entities listed in section 9 above, hold 100% of AG Acuant Holdings, LP. |
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Place of completion |
London |
Date of completion |
5 July 2022 |