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:
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Pensana
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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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
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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:
PLACEMENT OF SHARES
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X
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3.
Details of person subject to the notification
obligationiv
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Name
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Bilall
Jannoo
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City and
country of registered office (if applicable)
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Ebene,
Mauritius
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4.
Full name of shareholder(s) (if
different from 3.)v
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Name
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ASF Yova
Mining Holding Limited
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City and
country of registered office (if applicable)
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Ebene,
Mauritius
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5.
Date on which the threshold was crossed or
reachedvi:
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9 May
2023
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6.
Date on which issuer notified (DD/MM/YYYY):
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10 May
2023
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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)
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% of
voting rights through financial instruments
(total of
8.B 1 + 8.B 2)
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Total of
both in % (8.A + 8.B)
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Total
number of voting rights of issuervii
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Resulting
situation on the date on which threshold was crossed or
reached
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23.130244%
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23.130244%
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63081717
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Position
of previous notification (if
applicable)
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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
shares
ISIN code
(if possible)
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Number
of voting rightsix
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%
of voting rights
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Direct
(Art 9 of
Directive 2004/109/EC) (DTR5.1)
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Indirect
(Art 10 of
Directive 2004/109/EC) (DTR5.2.1)
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Direct
(Art 9 of
Directive 2004/109/EC) (DTR5.1)
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Indirect
(Art 10 of
Directive 2004/109/EC) (DTR5.2.1)
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GB00BKM0ZJ18
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63081717
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23.130244%
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SUBTOTAL
8. A
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63081717
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23.130244%
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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
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Expiration
datex
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Exercise/
Conversion
Periodxi
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Number
of voting rights that may be acquired if the instrument
is
exercised/converted.
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%
of voting rights
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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
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Expiration
datex
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Exercise/
Conversion
Period
xi
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Physical
or cash
settlementxii
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Number
of voting rights
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%
of voting rights
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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
financial
instruments are effectively held starting with the ultimate
controlling natural person or legal entityxiv
(please
add additional rows as necessary)
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x
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Namexv
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%
of voting rights if it equals or is higher than the notifiable
threshold
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%
of voting rights through financial instruments if it equals or is
higher than the notifiable threshold
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Total
of both if it equals or is higher than the notifiable
threshold
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FSDEA Int
Holding PCC – Cell 4
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10.
In
case of proxy voting, please identify:
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Name of
the proxy holder
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The number
and % of voting rights held
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The date
until which the voting rights will be held
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11.
Additional informationxvi
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Place
of completion
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C/o
JurisTax Ltd, Level 3, Ebene House, Hotel Avenue, 33 Cybercity,
Ebene 72201, Republic of Mauritius
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Date
of completion
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10 May
2023
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Annex:
Notification of major holdings (to be
filed with the FCA only)
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A:
Identity of the person subject to the notification
obligation
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Full name
(including legal form for legal entities)
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Sheik
Idriss Bilall Jannoo
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Contact
address (registered office for legal entities)
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C/o
JurisTax Ltd, Level 3, Ebene House, Hotel Avenue, 33 Cybercity,
Ebene, 72201, Mauritius
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E-Mail
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bjannoo@juristax.com
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Phone
number / Fax number
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5940 9249
/ 4681886
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Other
useful information
(at least
legal representative for legal persons)
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B:
Identity of the notifier, if applicable
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Full
name
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Contact
address
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E-Mail
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Phone
number / Fax number
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Other
useful information (e.g. functional relationship with the person or
legal entity subject to the notification obligation)
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C:
Additional information
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Please
send the completed form together with this annex to the FCA at the
following email
address:
Majorshareholdings@fca.org.uk. Please
send in Microsoft Word format if possible.
Notes
i Please
note that national forms may vary due to specific national
legislation (Article 3(1a) of Directive 2004/109/EC) as for
instance the applicable thresholds or information regarding capital
holdings.
ii Full
name of the legal entity and further specification of the issuer or
underlying issuer, provided it is reliable and accurate (e.g.
address, LEI, domestic number identity). Indicate in the relevant
section whether the issuer is a non UK issuer.
iii Other
reason for the notification could be voluntary notifications,
changes of attribution of the nature of the holding (e.g. expiring
of financial instruments) or acting in concert.
iv This
should be the full name of (a) the shareholder; (b) the natural
person or legal entity acquiring, disposing of or exercising voting
rights in the cases provided for in DTR5.2.1 (b) to (h)/ Article 10
(b) to (h) of Directive 2004/109/EC; (c) all parties to the
agreement referred to in Article 10 (a) of Directive 2004/109/EC
(DTR5.2.1 (a)) or (d) the holder of financial instruments referred
to in Article 13(1) of Directive 2004/109/EC
(DTR5.3.1).
As the
disclosure of cases of acting in concert may vary due to the
specific circumstances (e.g. same or different total positions of
the parties, entering or exiting of acting in concert by a single
party) the standard form does not provide for a specific method how
to notify cases of acting in concert.
In
relation to the transactions referred to in points (b) to (h) of
Article 10 of Directive 2004/109/EC (DTR5.2.1 (b) to (h)), the
following list is provided as indication of the persons who should
be mentioned:
- in
the circumstances foreseen in letter (b) of Article 10 of that
Directive (DTR5.2.1 (b)), the natural person or legal entity that
acquires the voting rights and is entitled to exercise them under
the agreement and the natural person or legal entity who is
transferring temporarily for consideration the voting
rights;
- in
the circumstances foreseen in letter (c) of Article 10 of that
Directive (DTR5.2.1 (c)), the natural person or legal entity
holding the collateral, provided the person or entity controls the
voting rights and declares its intention of exercising them, and
natural person or legal entity lodging the collateral under these
conditions;
- in
the circumstances foreseen in letter (d) of Article 10 of that
Directive (DTR5.2.1 (d)), the natural person or legal entity who
has a life interest in shares if that person or entity is entitled
to exercise the voting rights attached to the shares and the
natural person or legal entity who is disposing of the voting
rights when the life interest is created;
- in
the circumstances foreseen in letter (e) of Article 10 of that
Directive (DTR5.2.1 (e)), the controlling natural person or legal
entity and, provided it has a notification duty at an individual
level under Article 9 (DTR 5.1), under letters (a) to (d) of
Article 10 of that Directive (DTR5.2.1 (a) to (d)) or under a
combination of any of those situations, the controlled
undertaking;
- in
the circumstances foreseen in letter (f) of Article 10 of that
Directive (DTR5.2.1 (f)), the deposit taker of the shares, if he
can exercise the voting rights attached to the shares deposited
with him at his discretion, and the depositor of the shares
allowing the deposit taker to exercise the voting rights at his
discretion;
- in
the circumstances foreseen in letter (g) of Article 10 of that
Directive (DTR5.2.1 (g)), the natural person or legal entity that
controls the voting rights;
- in
the circumstances foreseen in letter (h) of Article 10 of that
Directive (DTR5.2.1 (h)), the proxy holder, if he can exercise the
voting rights at his discretion, and the shareholder who has given
his proxy to the proxy holder allowing the latter to exercise the
voting rights at his discretion (e.g. management
companies).
v Applicable
in the cases provided for in Article 10 (b) to (h) of Directive
2004/109/EC (DTR5.2.1 (b) to (h). This should be the full name of
the shareholder who is the counterparty to the natural person or
legal entity referred to in Article 10 of that Directive (DTR5.2)
unless the percentage of voting rights held by the shareholder is
lower than the lowest notifiable threshold for the disclosure of
voting rights holdings in accordance with national practices (e.g.
identification of funds managed by management
companies).
vi The
date on which threshold is crossed or reached should be the date on
which the acquisition or disposal took place or the other reason
triggered the notification obligation. For passive crossings, the
date when the corporate event took effect.
vii The
total number of voting rights shall be composed of all the shares,
including depository receipts representing shares, to which voting
rights are attached even if the exercise thereof is
suspended.
viii If the
holding has fallen below the lowest applicable threshold in
accordance with national law, please note that it might not be
necessary in accordance with national law to disclose the extent of
the holding, only that the new holding is below that
threshold.
ix In case
of combined holdings of shares with voting rights attached "direct
holding" and voting rights "indirect holding", please split the
voting rights number and percentage into the direct and indirect
columns – if there is no combined holdings, please leave the
relevant box blank.
x Date of
maturity/expiration of the financial instrument i.e. the date when
right to acquire shares ends.
xi If the
financial instrument has such a period – please specify this period
– for example once every 3 months starting from
[date].
xii In case
of cash settled instruments the number and percentages of voting
rights is to be presented on a delta-adjusted basis (Article 13(1a)
of Directive 2004/109/EC) (DTR 5.3.3.A).
xiii If the
person subject to the notification obligation is either controlled
and/or does control another undertaking then the second option
applies.
xiv The
full chain of controlled undertakings starting with the ultimate
controlling natural person or legal entity has to be presented also
in the cases, in which only on subsidiary level a threshold is
crossed or reached and the subsidiary undertaking discloses the
notification as only thus the markets get always the full picture
of the group holdings. In case of multiple chains through which the
voting rights and/or financial instruments are effectively held the
chains have to be presented chain by chain leaving a row free
between different chains (e.g.: A, B, C, free row, A, B, D, free
row, A, E, F etc.).
xv The
names of controlled undertakings through which the voting rights
and/or financial instruments are effectively held have to be
presented irrespectively whether the controlled undertakings cross
or reach the lowest applicable threshold
themselves.
xvi Example:
Correction of a previous notification.