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 : |
Synairgen 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 |
Venrock Healthcare Capital Partners III, L.P.
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City and country of registered office (if applicable) |
New York, NY, U.S.A. |
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4. Full name of shareholder(s) (if different from 3.) v |
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Name |
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City and country of registered office (if applicable) |
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5. Date on which the threshold was crossed or reached vi : |
6 August 2020 |
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6. Date on which issuer notified (DD/MM/YYYY): |
10 August 2020 |
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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 of issuer vii |
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Resulting situation on the date on which threshold was crossed or reached |
3.11% |
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3.11% |
149,433,442 |
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Position of previous notification (if applicable) |
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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 (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) |
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Ordinary Shares ISIN: GB00B0381Z20 |
4,649,154 |
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3.11% |
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SUBTOTAL 8. A |
4,649,154 |
3.11% |
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B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (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 Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (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) issuerxiii |
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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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Bong Koh and Nimish Shah (as the voting members of VHCP Management III, LLC) |
3.42% |
N/A |
3.42% |
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VCHP Management III, LLC |
3.42% |
N/A |
3.42% |
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Venrock Healthcare Capital Partners III, L.P.
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3.11% |
N/A |
3.11% |
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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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Bong Koh and Nimish Shah are the voting members of VHCP Management II, LLC and VHCP Management III, LLC. They have a notifiable interest in excess of 5% of the voting rights of Synairgen plc as notified on 7 August 2020.
VCHP Management II, LLC is the general partner of Venrock Healthcare Capital Partners II, L.P. and manager of VHCP Co-Investment Holdings II, LLC, each of which holds shares in Synairgen plc falling below the notifiable threshold.
VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and manager of VHCP Co-Investment Holdings III, LLC, which in aggregate hold shares in Synairgen plc which represent 3.42% of the voting rights.
All percentages are based on the notified current issued share capital of Synairgen plc of 149,433,442 ordinary shares.
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Place of completion |
New York, NY, U.S.A. |
Date of completion |
10 August 2020 |