Major Shareholding Notification • Jun 23, 2017
Major Shareholding Notification
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Announcement | Lisbon | 23 June 2017
PHAROL, SGPS S.A. ("PHAROL") hereby informs, pursuant to the terms and for the purposes of articles 16 of the Portuguese Securities Code and 2 of the Portuguese Securities Commission Regulation no. 5/2008, that received a communication from Discovery Capital Management, LLC, attached hereto.
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the competent authority)i
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii:
Pharol, SGPS SA
2. Reason for the notification (please tick the appropriate box or boxes):
[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:
3. Details of person subject to the notification obligationiv :
| Name: | |
|---|---|
| Discovery Capital Management, LLC |
City and country of registered office (if applicable): South Norwalk, United States of America
4. Full name of shareholder(s) (if different from 3.)v :
Discovery Capital Management, LLC is held by its sole shareholder Discovery Capital Management Holdin Co, L.P., the majority and principal legal owner and the only beneficial owner of which is Mr. Robert L. Citrone. The city and country of their registered office/professional domicile is the same as above under 3. Both entities have for such reason only been included in table 8 below.
5. Date on which the threshold was crossed or reachedvi: 21 June 2017
| % of voting rights attached to shares (total of 7.A) |
% of voting rights through financial instruments (total of 7.B.1 + 7.B.2) |
Total of both in % (7.A + 7.B) |
Total number of voting rights of issuervii |
|
|---|---|---|---|---|
| Resulting situation on the date on which threshold was crossed or reached |
5.14% | 5.14% | 896,512,500 | |
| Position of previous notification (if applicable) |
7. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii:
| Class/type of | Number of voting rightsix | % of voting rights | |||
|---|---|---|---|---|---|
| shares ISIN code (if possible) |
Direct (Art 9 of Directive 2004/109/EC) |
Indirect (Art 10 of Directive 2004/109/EC) |
Direct (Art 9 of Directive 2004/109/EC) |
Indirect (Art 10 of Directive 2004/109/EC) |
|
| PTPTC0AM0009 | 46,073,261 (and same number of shares) |
5.14% | |||
| SUBTOTAL A | 46,073,261 (and same number of shares) |
5.14% |
| B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC | ||||
|---|---|---|---|---|
| Type of financial instrument |
Expiration datex |
Exercise/ Conversion Periodxi |
Number of voting rights that may be acquired if the instrument is exercised/ converted. |
% of voting rights |
| SUBTOTAL B.1 |
| B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC |
|||||
|---|---|---|---|---|---|
| Type of financial instrument |
Expiration datex |
Exercise/ Conversion Period x i |
Physical or cash settlementxii |
Number of voting rights |
% of voting rights |
| SUBTOTAL B.2 |
8. Information in relation to the person subject to the notification obligation (please tick the applicable box):
[ ] 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
[X] 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:
| 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 |
|---|---|---|---|
| Mr. Robert K. Citrone | 5.14% | 5.14% | |
| Discovery Capital Management Holding Co, L.P. |
5.14% | 5.14% | |
| Discovery Capital Management, LLC (as investment manager of the below entities) |
5.14% (aggregate, considering all managed entities below in this table) |
5.14% (aggregate, considering all managed entities below in this table) |
|
| Discovery Global Opportunity Master Fund, Ltd. |
2.77% | 2.77% | |
| Discovery Global Macro Master Fund, Ltd. |
1.02% | 1.02% | |
| Discovery Global Focus Master Fund, Ltd. |
0.69% | 0.69% | |
| Quantum Partners LP | 0.66% | 0.66% |
9. In case of proxy voting: [name of the proxy holder] will cease to hold [% and number] voting rights as of [date]
10. Additional informationxvi:
The crossing of this disclosable threshold resulted from on-exchange acquisitions of shares.
Done at South Norwalk on 22 June 2017.
On behalf of Discovery Capital Management, LLC
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