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 |
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1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii: |
Loungers 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 |
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An acquisition or disposal of financial instruments |
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An event changing the breakdown of voting rights |
X |
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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 |
Lion Capital LLP |
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City and country of registered office (if applicable) |
London, United Kingdom |
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4. Full name of shareholder(s) (if different from 3.) v |
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Name |
LF IV PledgeCo LP |
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City and country of registered office (if applicable) |
St Peter Port, Guernsey |
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5. Date on which the threshold was crossed or reached vi: |
9 October 2023 |
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6. Date on which issuer notified (DD/MM/YYYY): |
9 November 2023 |
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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 |
25.737% |
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25.77 |
26,728,524 |
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Position of previous notification (if applicable) |
25.77% |
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25.77 |
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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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GB00BH4JR002 |
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26,728,524 |
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25.77% |
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SUBTOTAL 8. A |
26,728,524 |
25.77% |
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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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Lion Capital Fund IV, L.P. |
5.20% |
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Lion Capital Fund IV-A, L.P. |
5.76% |
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Lion Capital Fund IV SBS, L.P. |
0.46% |
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Lion Capital Fund IV (USD), L.P. |
4.13% |
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Lion Capital Fund IV-A (USD), L.P. |
9.65% |
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Lion Capital Fund IV SBS (USD), L.P. |
0.57% |
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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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The entities listed in Section 9 (together "Lion Fund IV") were the previous shareholders of the relevant securities. Those securities have been contributed to a newly formed partnership, LF IV PledgeCo LP. There has been no acquisition or disposal of voting rights, but the registered shareholder has changed. Each of Lion Fund IV and LF IV PledgeCo LP is managed by Lion Capital LLP. |
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Place of completion |
London |
Date of completion |
9 November 2023 |