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 attachedii: |
The Schiehallion Fund Limited (LEI: 213800NQOLJA1JCWXQ56) |
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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 |
X |
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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 obligationiv |
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Name |
Royal Bank of Canada |
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City and country of registered office (if applicable) |
Toronto, Ontario, Canada |
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4. Full name of shareholder(s) (if different from 3.)v |
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Name |
RBC Investor Services Trust acting in its capacity as trustee for RBC Canadian Master Trust |
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City and country of registered office (if applicable) |
Toronto, Ontario, Canada |
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5. Date on which the threshold was crossed or reachedvi: |
27/03/2019 |
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6. Date on which issuer notified (DD/MM/YYYY): |
27/03/2019 |
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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 issuervii |
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Resulting situation on the date on which threshold was crossed or reached |
5% (see 11 below) |
N/A |
5% (see 11 below) |
477,250,002 |
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Position of previous notification (if applicable) |
N/A |
N/A |
N/A |
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8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii |
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A: Voting rights attached to shares |
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Class/type of ISIN code (if possible) |
Number of voting rightsix |
% 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 of no par value (ISIN: GG00BJ0CDD21) |
None |
47,725,000 |
None |
5% (see 11 below) |
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SUBTOTAL 8. A |
47,725,000 |
5% (see 11 below) |
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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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N/A |
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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 settlementxii |
Number of voting rights |
% of voting rights |
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N/A |
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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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Namexv |
% 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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Royal Bank of Canada |
5% (see 11 below) held indirectly through the controlled undertakings listed below |
N/A |
5% (see 11 below) held indirectly through the controlled undertakings listed below |
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Royal Bank Holding Inc. |
5% (see 11 below) held indirectly through the controlled undertaking listed below |
N/A |
5% (see 11 below) held indirectly through the controlled undertaking listed below |
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RBC Investor Services Trust acting in its capacity as trustee for RBC Canadian Master Trust |
5% (see 11 below) |
N/A |
5% (see 11 below) |
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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 informationxvi |
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While the shareholder has acquired 9.99999996% of the ordinary shares in the issuer, the shareholder is a "BHCA Restricted Holder" as defined in the issuer's prospectus. Pursuant to the prospectus (page 13), if a BHCA Restricted Holder would be entitled to cast more than 5% of the total votes on a resolution, then the aggregate votes cast "for" or "against" the resolution by the BHCA Restricted Holder in excess of 5% will be deemed to have been withheld in respect of the relevant resolution. This means that, as a BHCA Restricted Holder, the shareholder will never have more than 5% of the voting rights attached to the ordinary shares of the issuer. |
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Place of completion |
Toronto, Ontario, Canada |
Date of completion |
27/03/2019 |