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 |
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1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii : |
Nippon Active Value Fund 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 |
Rosenwald Capital Management, Inc. |
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City and country of registered office (if applicable) |
Redondo Beach, CA, USA |
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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 : |
21/02/2020 |
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6. Date on which issuer notified (DD/MM/YYYY): |
24/02/2020 |
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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 |
37.44% |
N/A |
37.44% |
103,000,001 |
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Position of previous notification (if applicable) |
N/A |
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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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GB00BKLGLS10 |
N/A |
38,560,001 |
N/A |
37.44% |
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SUBTOTAL 8. A |
38,560,001 |
37.44% |
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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 settlement xii |
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) issuer xiii |
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Full
chain of controlled undertakings through which the voting rights and/or the |
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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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Rosenwald Capital Management, Inc. (on behalf of its client Kings Bay, and as parent company of Dalton Investments LLC of Rising Sun Management Ltd.) |
37.44% |
N/A |
37.44% |
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Kings Bay Investment Company Ltd. |
9.71% |
N/A |
9.71% |
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Dalton Investments LLC (on behalf of its clients listed below) |
27.73% |
N/A |
27.73% |
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TIG Insurance Company |
4.85% |
N/A |
4.85% |
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Pacific and General (Master) Fund, L.P. |
2.43% |
N/A |
2.43% |
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Trustees of Dartmouth College |
3.01% |
N/A |
3.01% |
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Hospital for Sick Children Foundation |
0.58% |
N/A |
0.58% |
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Hospital for Sick Children Employee Pension Plan |
0.97% |
N/A |
0.97% |
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Resolute FP Canada Inc. Canadian Master Trust |
0.74% |
N/A |
0.74% |
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Kapitalforeningen Investin Pro F.M.B.A Japanske Aktier Japan |
15.15% |
N/A |
15.15% |
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Rising Sun Management Ltd. |
0.000001% |
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0.000001% |
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10. In case of proxy voting, please identify: |
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Name of the proxy holder |
Rosenwald Capital Management, Inc. (on behalf of Kings Bay Investment Company Ltd.) and Dalton Investments LLC (on behalf of all other clients listed in Question 9) |
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The number and % of voting rights held |
38,560,000 ordinary shares, and 37.44% |
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The date until which the voting rights will be held |
Indefinite |
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11. Additional information xvi |
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Rosenwald Capital Management, Inc. ("RCM") is an investment adviser registered with the U.S. Securities and Exchange Commission (the "SEC").
RCM is filing on behalf of its client Kings Bay Investment Company Ltd.
RCM is parent company of Dalton Investments LLC ("Dalton"), an investment adviser registered with the SEC. RCM and Dalton share the senior portfolio manager James B. Rosenwald III.
RCM is filing on behalf of Dalton who is filing on behalf of the following clients: TIG Insurance Company, Pacific and General (Master) Fund, L.P., Trustees of Dartmouth College, Hospital for Sick Children Foundation, Hospital for Sick Children Employee Pension Plan, Resolute FP Canada Inc. Canadian Master Trust, Kapitalforeningen Investin Pro F.M.B.A Japanske Aktier Japan.
RCM is parent company of Rising Sun Management Ltd., which holds 1 share.
Not included in this filing are 3,000,000 shares controlled by Shore Capital Group Investments Limited ("Shore"), which amounts to 2.91%. James B. Rosenwald III serves as director at Shore, and Shore served as bookrunner for the issuer. We believe Shore's holdings are not required to be disclosed on this TR-1 based on the instructions to the form, but disclose them in this footnote out of an abundance of caution because they could be considered concert parties..
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Place of completion |
Redondo Beach, CA 90277, USA |
Date of completion |
24 February 2020 |