Holding(s) in Company

RNS Number : 9730J

Supply @ME Capital PLC

29 December 2020

 

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
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :			Supply@Me Capital 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
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify)iii: merger transaction						X
3. Details of person subject to the notification obligation iv
Name			1AF2 S.r.l.
City and country of registered office (if applicable)			Milan, Italy
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 :			24 December 2020
6. Date on which issuer notified (DD/MM/YYYY):			24 December 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	0%			0%	32,754,944,590
Position of previous notification (if applicable)	22,70%			22,70%

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)
SUBTOTAL 8. A
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
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)				x
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
Eurofinleading Fiduciaria SpA	0%		0%
Total
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
The disposition has been managed in accordance with the extraordinary transaction (merger) involving 1AF2 S.r.l. and the AvantGarde Group S.p.A. (the merged company will be named "the AvantGarde Group").

Place of completion	London Stock Exchange, UK (broker to broker)
Date of completion	24 December 2020

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
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :			Supply@Me Capital 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			Orchestra Group (Rete di Imprese)
City and country of registered office (if applicable)			Milan, Italy
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 :			24 December 2020
6. Date on which issuer notified (DD/MM/YYYY):			24 December 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	0%	0%		0%	32,754,944,590
Position of previous notification (if applicable)	25,97%	1,92%		27,89%

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)
SUBTOTAL 8. A
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
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)				x
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
Alessandro Zamboni	0%		0%
Total	0%		0%
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
The disposition has been managed in accordance with the extraordinary transaction (merger) involving 1AF2 S.r.l. and the AvantGarde Group S.p.A.. The disposition included also the call option announced on 24 September 2020.

Place of completion	London Stock Exchange, UK (broker to broker)
Date of completion	24 December 2020

TR-1: S tandard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS i
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :			Supply@Me Capital 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			the AvantGarde Group
City and country of registered office (if applicable)			Milan, Italy
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 :			24 December 2020
6. Date on which issuer notified (DD/MM/YYYY):			24 December 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	38,9% (*)	1,92%		40,82%	32,754,944,590
Position of previous notification (if applicable)	54.06% (**)			54.06% (**)

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)
GB00BFMDJC60		12.742.513.009					38,9% (*)
SUBTOTAL 8. A		12.742.513.009					38,9% (*)
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
Call option		31 December 2020	31 December 2020			630.000.000			1,92%
			SUBTOTAL 8. B 1			630.000.000			1,92%
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
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)				x
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
Alessandro Zamboni	38,9% (*)	1,92%	40,82%
Total	38,9% (*)	1,92%	40,82%
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
The notification has been managed in accordance with: -  the result of the transaction announced on RNS of 7 July 2020 (call options exercised by Mr Alessandro Zamboni to acquire 100,000 ordinary shares in The AvantGarde Group S.p.A.); -  the extraordinary transaction (merger) involving 1AF2 S.r.l. and the AvantGarde Group S.p.A. (the merged company will be named "the AvantGarde Group"); -  the acquisition of SYME shares from Orchestra Group; -  the receipt of a call option rights from Orchestra Group. (*) The percentage stated does not include the 17,99% of SYME shares related to the collateral transferred in accordance with the three stock-lending transactions announced by 1AF2 S.r.l. on 29 July 2020. At the end of this stock-lending transaction or on the repayment date (in July 2022), the collateral will be returned to the AvantGarde Group in shares or cash (this option has been negotiated in order to avoid any take over risk), at the choice of the borrower. (**) The percentage stated included the 17,99% of SYME shares related to the collateral transferred in accordance with the three stock-lending transactions announced - on 29 July 2020 - by the AvantGarde Group' shareholder 1AF2 S.r.l..

Place of completion	London Stock Exchange, UK (broker to broker)
Date of completion	29 December 2020

 

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