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Novaturas — Major Shareholding Notification 2021
Jul 9, 2021
2266_rns_2021-07-09_7248a335-ea92-4fcb-8fee-38e4120eefaa.pdf
Major Shareholding Notification
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Annex 1
to the Rules on the Disclosure of
Information
NOTIFICATION OF A PERSON/GROUP
ON THE ACQUISITION/DISPOSAL OF VOTING RIGHTS
| 1. Issuer's name, code of legal entity, head office address, country AB Novaturas, A. Mickeviciaus str. 27, Kaunas, Lithuania | ||||
|---|---|---|---|---|
| 2. Reasons for crossing the declared threshold (mark the relevant reason): [ ] acquisition or [x] disposal of the voting rights [ ] acquisition or [ ] disposal of financial instruments [ ] event resulting in the change of the held amount of the voting shares [ ] Other (indicate the particular reason, for example: changes in classification of the nature of holding (e.g., end of validity of financial instruments), acting jointly other reasons): | ||||
| 3. Details on the person who is subject to the obligation of notification (by crossing declared threshold in the descending or ascending order)1 Name and surname or name of legal entity Rondam AS Head office address of legal entity Riia 130b/2 Tartu 50411 Estonia | ||||
| 4. Name and surname or name of shareholder (applicable in the cases referred to in Article 16(1)(2-10) of the Law, if different from the person referred to in item 3. Every person whose votes are to be calculated together with the votes of the person referred to in item 3 should be indicated, specifying the amount and the percentage of the voting rights directly held by each of such persons): | ||||
| 5. Declared threshold and date of crossing it (e.g., date of acquisition or disposal of the shares; date of any other reason causing the obligation of notification to arise; in cases of a passive crossing of the threshold, the date of share-related event): 358451 (4,59%) 07.07.21 | ||||
| 6. General positions of the persons who are subject to the notification obligation: | ||||
| % 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 issuer2 | |
| Resulting situation on the date on which threshold was crossed or reached | 4,59 | 4,59 | 358451 | |
| Position of previous notification (if applicable) | 5,25% | 5,25% |
- Notified details of the resulting situation on the date on which the threshold was crossed³
A: Voting rights attached to shares
| Class/type of shares ISIN code | Number of voting rights⁴ | Voting rights, % | ||
|---|---|---|---|---|
| Direct (Article 15 of the Law) | Indirect (Article 16 of the Law) | Direct (Article 15 of the Law) | Indirect (Article 16 of the Law) | |
| LT0000131872 | 358 451 | 4,59 | ||
| SUBTOTAL A | 358 451 | 4,59 |
B 1: Financial instruments which upon expiration of the buy-up term as agreed officially shall grant the right or possibility to acquire shares granting the voting rights already issued by the issuer (Article 17 of the Law)
| Type of financial instrument | Expiration date⁵ | Exercise/conversion period⁶ | Number of voting rights that may be acquired if the instrument is exercised/converted | Voting rights, % |
|---|---|---|---|---|
| SUBTOTAL B.1 |
B 2: Financial instruments related to instruments declared in part B1 and having similar economic effect (Article 17 of the Law)
| Type of financial instrument | Expiration date⁵ | Exercise/conversion period⁶ | Settlement in kind or cash⁷ | Number of voting rights | Voting rights, % |
|---|---|---|---|---|---|
| SUBTOTAL B.2 |
- Information in relation to the person subject to the notification obligation (mark the relevant reason):
[ ] Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertakings holding directly or indirectly the issuer's voting rights (if the natural person or legal entity, which has an obligation to make a notification, is controlled and/or controls other legal entity, mark the other option)
[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 entity⁸:
| Name and surname / corporate name⁹ | Voting rights, % (if it equals or is higher than the notifiable threshold) | 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) |
|---|---|---|---|
| Rondam AS | 4,59% | 4,59% | |
-
Details in case of voting by proxy: [name and surname / name of proxy] shall lose his voting rights [per cent and amount] from [date]
-
Additional information: (E.g., correction of the previous notification)
Completed in [place] on [date] [identity of a notifying person (name, surname and signature of a natural person or the manager of a legal entity )]
Kersti Seli
Rondam AS
1 In the circumstances referred to in Article 16(1)(3-9) of the Law, information about the following persons should be provided:
- in case referred to in Article 16(1)(3) of the Law, natural or legal person acquiring the voting rights and entitled to exercise them according to the agreement;
- in case referred to in Article 16(1)(4) of the Law, natural or legal person to whom the shares have been pledged, provided that the natural or legal person in question controls the voting rights and declared his intentions to exercise them, as well as the natural or legal person who pledged the shares under such conditions;
- in case referred to in Article 16(1)(5) of the Law, natural or legal person who uses the shares as an usufruct, provided that the natural or legal person in question is entitled to exercise the voting rights granted by such shares, as well as the natural or legal person who loses the voting rights when using the shares as an usufruct;
- in case referred to in Article 16(1)(6) of the Law, controlling natural or legal person and the controlled undertaking, if it is bound by obligation of notification of acquisition or disposal of the voting rights as provided for in Article 15, Article 16(1)(2-5) of the Law or any of these cases;
- in case referred to in Article 16(1)(7) of the Law, a person to whom the shares are transferred by trust, provided that he may exercise the voting rights granted by such shares at his own discretion, as well as the person who transferred the shares by trust granting the right to exercise the voting rights granted by such shares;
- in case referred to in Article 16(1)(8) of the Law, natural or legal person managing the voting rights;
- in case referred to in Article 16(1)(9) of the Law, a proxy, provided that he may exercise the voting rights at his own discretion, as well as the shareholder who has granted the proxy the right to exercise the voting rights at his own discretion (e.g. management undertakings).
2 The net amount of the voting rights shall be comprised of the voting rights granted by all shares of the issuer including depository receipts marking the shares which are granted the voting rights, even if the exercise of the voting rights is suspended for a time.
3 If the amount of the voting rights is less than the minimum threshold referred to in Article 15(1) of the Law, the amount of the held financial instruments and the voting rights attached thereto which is present on the date of crossing the declared threshold shall be indicated.
4 To be filled in only when the holding is comprised of directly and indirectly held voting rights. The definition "directly held votes" shall mean the votes granted by the shares held by the person by the right of the ownership. The definition "indirectly held votes" shall mean the votes held by the person on one or more of the grounds specified in Article 16(1)(2-10) and/or Article 16(2) of the Law.
5 Expiration date of the buy-up/validity of financial instrument shall be the date when the right to acquire shares expires.
6 To be filled in only when the financial instrument has the same period (e.g. every 3 months, starting with [date]).
7 If settlement is made in cash, the amount and percentage of the voting rights subject to notification shall be calculated considering the total relative number of the shares forming the basis for financial instrument multiplied by delta ratio (paragraph 49 of the Rules).
8 The full chain of the controlled undertakings, starting with the main controlling natural or legal person, shall be indicated also in cases when the threshold is crossed at the level of only the controlled undertakings, whereas the controlled undertaking shall inform about submission of notification. In cases of multiple chains by means of which the voting rights and/or financial instruments are used, notification of all such chains has to be made, with leaving a blank line between different chains (e.g., A, B, C, blank line, A, B, D, blank line, A, E, F, etc.).
9 Names of the controlled undertakings by means of which the voting rights and/or financial instruments are used shall be indicated disregarding whether these controlled undertakings reach or cross the lowest set threshold.