PDMR and Major Shareholdings

RNS Number : 2693C

TMT Investments PLC

16 October 2020

 

16 October 2020

TMT INVESTMENTS PLC

("TMT" or the "Company")

PDMR and Major Shareholdings

TMT Investments PLC (AIM: TMT.L), the venture capital company investing in high-growth technology companies, announces that it was notified on 15 October 2020, that on 14 October 2020, Nelli Morgulchik (adult daughter of Alexander Morgulchik) transferred, at her sole discretion and for nil consideration, 92.12% of the shares in Macmillan Trading Company Limited ("Macmillan") to Alexander Morgulchik (TMT's Head of Business Development), German Kaplun (TMT's Head of Strategy) and Artemii Iniutin (TMT's Head of Investments) (the "Transfer").

Following the Transfer, the resulting interests in Macmillan, which is currently interested in 6,817,063 ordinary shares of no par value in the Company ("Ordinary Shares"), representing approximately 23.36% of the Company's issued share capital, are set out in the table below.

Accordingly, TMT shareholdings of the members of the concert party, as defined in the City Code on Takeovers and Mergers (the "Code"), which currently exists in the Company, have changed as follows:

Shareholder (legal holder)	Beneficial holder (if different to legal holder)	No. of Ordinary Shares	% of issued share capital
Macmillan Trading Company Limited ("Macmillan")	Alexander Morgulchik 45.05%, German Kaplun 37.17%, Artemii Iniutin 9.90%, Nelli Morgulchik 7.88%	6,817,063	23.36%
Ramify Consulting Corp. ("Ramify")	German Kaplun	5,348,980	18.33%
Wissey Trade & Invest Ltd ("Wissey")	Andrey Kareev	5,000,000	17.13%
Eclectic Capital Limited ("Eclectic")	Nika Kirpichenko	1,800,000	6.17%
Menostar Holdings Limited ("Menostar")	Dmitry Kirpichenko	1,790,000	6.13%
Merit Systems Inc.	Artemii Iniutin	1,191,218	4.08%
Natalia Inyutina (Adult daughter of Artemii Iniutin)		727,156	2.49%
Vlada Kaplun (Adult Daughter of German Kaplun)		363,578	1.25%
Marina Kedrova (Adult Daughter of German Kaplun)		363,578	1.25%
Artemii Iniutin		241,939	0.83%
Total		23,643,512	81.01%

Since September 2013, when the Company became subject to the Code, the concert party has been interested in, in aggregate, more than 50% of the Company's issued share capital at all times.

The total direct and indirect interest in TMT by the concert party's beneficial holders are now as follows:

Beneficial holder	No. of Ordinary Shares	% of issued share capital
German Kaplun	7,882,664	27.01%
Andrey Kareev	5,000,000	17.13%
Alexander Morgulchik	3,071,087	10.52%
Artemii Iniutin	2,108,046	7.22%
Nika Kirpichenko	1,800,000	6.17%
Dmitry Kirpichenko	1,790,000	6.13%
Natalia Inyutina	727,156	2.49%
Nelli Morgulchik	537,403	1.84%
Vlada Kaplun	363,578	1.25%
Marina Kedrova	363,578	1.25%
Total	23,643,512	81.01%

The relevant shareholders' individual notification forms are copied below.

TMT Investments PLC Alexander Selegenev Executive Director www.tmtinvestments.com	[phone] (Computershare - Company Secretary) [e-mail]
Strand Hanson Limited (Nominated Adviser) Richard Tulloch / James Bellman	[phone]
Hybridan LLP (Broker) Claire Louise Noyce	[phone]
Kinlan Communications David Hothersall	[phone] [e-mail]

About TMT Investments PLC

TMT Investments PLC invests in high-growth technology companies across a number of core specialist sectors and has a significant number of Silicon Valley investments in its portfolio. Founded in 2010, TMT has invested in over 60 companies to date and has net assets of US$101m as of 30 June 2020.  The Company's objective is to generate an attractive rate of return for shareholders, predominantly through capital appreciation.  The Company is traded on the AIM market of the London Stock Exchange. www.tmtinvestments.com .

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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
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :			TMT Investments PLC
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
Non-UK issuer						X
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			Nelli Morgulchik
City and country of registered office (if applicable)
4. Full name of shareholder(s) (if different from 3.)v
Name			MacMillan Trading Company Limited
City and country of registered office (if applicable)			Road Town, Tortola, BVI
5. Date on which the threshold was crossed or reached vi :			14/10/2020
6. Date on which issuer notified (DD/MM/YYYY):			15/10/2020
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 issuervii
Resulting situation on the date on which threshold was crossed or reached	1.84%				29,185,831
Position of previous notification (if applicable)	23.36%

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)

JE00B3RQZ289

537,403

1.84%

SUBTOTAL 8. A

537,403

1.84%

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) issuerxiii

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 entityxiv(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

Nelli Morgulchik

MacMillan Trading Company Limited

23.36% of which Nelli Morgulchik is interested in 1.84%

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

Place of completion	London, UK
Date of completion	15/10/2020

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
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :			TMT Investments PLC
1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)
Non-UK issuer						X
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			Alexander Morgulchik
City and country of registered office (if applicable)
4. Full name of shareholder(s) (if different from 3.)v
Name			MacMillan Trading Company Limited
City and country of registered office (if applicable)			Road Town, Tortola, BVI
5. Date on which the threshold was crossed or reached vi :			14/10/2020
6. Date on which issuer notified (DD/MM/YYYY):			15/10/2020
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 issuervii
Resulting situation on the date on which threshold was crossed or reached	10.52%				29,185,831
Position of previous notification (if applicable)	0%

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)

JE00B3RQZ289

3,071,087

10.52%

SUBTOTAL 8. A

3,071,087

10.52%

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) issuerxiii

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 entityxiv(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

Alexander Morgulchik

10.52%

10.52%

MacMillan Trading Company Limited

23.36% of which Alexander Morgulchik is interested in 10.52%

10.52%

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

Place of completion	Moscow, Russia
Date of completion	15/10/2020

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 :			TMT Investments PLC
1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)
Non-UK issuer						X
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			German Kaplun
City and country of registered office (if applicable)
4. Full name of shareholder(s) (if different from 3.)v
Name			MacMillan Trading Company Limited
City and country of registered office (if applicable)			Road Town, Tortola, BVI
5. Date on which the threshold was crossed or reached vi :			14/10/2020
6. Date on which issuer notified (DD/MM/YYYY):			15/10/2020
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 issuervii
Resulting situation on the date on which threshold was crossed or reached	27.01%				29,185,831
Position of previous notification (if applicable)	18.33%

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)

JE00B3RQZ289

7,882,664

27.01%

SUBTOTAL 8. A

7,882,664

27.01%

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) issuerxiii

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 entityxiv(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

German Kaplun

27.01%

27.01%

Ramify Consulting Corp.

18.33%

18.33%

MacMillan Trading Company Limited

23.36 % of which German Kaplun is interested in 8.68%

8.68%

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

Place of completion	Belek, Turkey
Date of completion	15/10/2020

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 :			TMT Investments PLC
1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)
Non-UK issuer						X
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			Artemii Iniutin
City and country of registered office (if applicable)
4. Full name of shareholder(s) (if different from 3.)v
Name			MacMillan Trading Company Limited
City and country of registered office (if applicable)			Road Town, Tortola, BVI
5. Date on which the threshold was crossed or reached vi :			14/10/2020
6. Date on which issuer notified (DD/MM/YYYY):			15/10/2020
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 issuervii
Resulting situation on the date on which threshold was crossed or reached	7.22%				29,185,831
Position of previous notification (if applicable)	4.91%

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)

JE00B3RQZ289

241,939

1,866,107

0.83%

6.39%

SUBTOTAL 8. A

2, 108 ,046

7.22%

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) issuerxiii

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 entityxiv(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

Artemii Iniutin

7.22%

7.22%

Merit Systems Inc.

4.08%

4.08%

MacMillan Trading Company Limited

23.36% of which Artemii Iniutin is interested in 2.31%

2.31%

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

Place of completion	Moscow, Russian Federation
Date of completion	15/10/2020

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Alexander Morgulchik
2	Reason for the notification
a)	Position/status	PDMR (Head of Business Development)
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	TMT Investments PLC (the "Issuer")
b)	LEI	213800UGZLGI4R6YW964
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of no par value each
	Identification code	JE00B3RQZ289
b)	Nature of the transaction	Indirect acquisition of ordinary shares in the Issuer through transfer of shares in MacMillan Trading Company Limited (the registered shareholder of ordinary shares in the Issuer) for nil consideration
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			N/A	3,071,087
d)	Aggregated information
	- Aggregated volume	Acquisition of 3,071,087 ordinary shares
	- Price	Nil consideration
e)	Date of the transaction	14 October 2020
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	German Kaplun
2	Reason for the notification
a)	Position/status	PDMR (Head of Strategy)
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	TMT Investments PLC (the "Issuer")
b)	LEI	213800UGZLGI4R6YW964
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of no par value each
	Identification code	JE00B3RQZ289
b)	Nature of the transaction	Indirect acquisition of ordinary shares in the Issuer through transfer of shares in MacMillan Trading Company Limited (the registered shareholder of ordinary shares in the Issuer) for nil consideration
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			N/A	2,533,684
d)	Aggregated information
	- Aggregated volume	Acquisition of 2,533,684 ordinary shares
	- Price	Nil consideration
e)	Date of the transaction	14 October 2020
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Artemii Iniutin
2	Reason for the notification
a)	Position/status	PDMR (Head of Investments)
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	TMT Investments PLC (the "Issuer")
b)	LEI	213800UGZLGI4R6YW964
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of no par value each
	Identification code	JE00B3RQZ289
b)	Nature of the transaction	Indirect acquisition of ordinary shares in the Issuer through transfer of shares in MacMillan Trading Company Limited (the registered shareholder of ordinary shares in the Issuer) for nil consideration
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			N/A	674,889
d)	Aggregated information
	- Aggregated volume	Acquisition of 674,889 ordinary shares
	- Price	Nil consideration
e)	Date of the transaction	14 October 2020
f)	Place of the transaction	Outside of a trading venue

 

END

 

 

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