Rogue Baron Plc Holding(s) in Company

 
TIDMSHNJ 
 
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                            Rogue Baron Plc 
the issuer or the 
underlying issuer 
of existing 
shares 
to which voting 
rights are 
attached 
[ii]: 
1b. Please 
indicate if the 
issuer is 
a non-UK issuer 
 (please mark 
with 
an "X" if 
appropriate) 
Non-UK issuer 
2. Reason for the 
notification 
(please mark the 
appropriate box 
or 
boxes with an 
"X") 
An acquisition or 
disposal of 
voting 
rights 
An acquisition or 
disposal of 
financial 
instruments 
An event changing                                               X 
the breakdown of 
voting rights 
Other (please 
specify) [iii]: 
3. Details of 
person subject to 
the 
notification 
obligation [iv] 
Name                             Gunsynd plc 
City and country                 London, England 
of registered 
office (if 
applicable) 
4. Full name of 
shareholder(s) 
(if 
different from 
3.) [v] 
Name 
City and country 
of registered 
office (if 
applicable) 
5. Date on which                 23 August 2023 
the threshold was 
crossed or 
reached [vi]: 
6. Date on which                 30 August 2023 
issuer notified 
(DD/MM/YYYY): 
7. Total 
positions of 
person(s) 
subject to the 
notification 
obligation 
                  % of voting  % of voting  Total of both  Total 
                    rights       rights      in % (8.A +   number of 
                  attached to    through        8.B)       voting 
                    shares      financial                  rights 
                    (total     instruments                 held in 
                   of 8. A)     (total of                  issuer 
                               8.B 1 + 8.B                 (8.A + 
                                   2)                      8.B) [vii] 
Resulting              22.28%            -         22.28%  21,543,563 
situation on the 
date on 
which threshold 
was crossed or 
reached 
Position of            23.93%            -         23.93% 
previous 
notification 
(if applicable) 
 
[][][][][][][] 
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   Number of voting                        % of voting rights 
sharesISIN      rights [ix] 
code (if 
possible) 
Direct(DTR5.1)   Indirect (DTR5.2.1)    Direct(DTR5.1)  Indirect(DTR5.2.1) 
Ordinary          21,543,563                         - 
22.28%       - 
GB00BKPJXC41 
 
SUBTOTAL 8. A                               21,543,563 
22.28% 
 
B 1: Financial 
Instruments 
according to 
DTR5.3.1R (1) 
(a) 
Type of         Expiration  Exercise/     Number of 
% of 
financial       date [x]    Conversion    voting 
voting 
instrument                  Period        rights 
rights 
                            [xi]          that may 
                                          be 
                                          acquired 
                                          if the 
                                          instrument 
                                          is 
                                          exercised/c 
                                          onverted. 
 
                            SUBTOTAL      - 
- 
                            8. B 1 
/ 
B 2: Financial 
Instruments 
with similar 
economic 
effect 
according to 
DTR5.3.1R (1) 
(b) 
Type of     Expiration      Exercise/   Physical or 
Number of voting rights  % of 
financial   date [x]        Conversion  cash 
voting 
instrument                  Period      Settlement 
rights 
                            [xi]        [xii] 
 
                                        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                                                         x 
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] 
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 
entity (please 
add additional 
rows as 
necessary) 
[xiv] 
Name [xv]  % of voting rights if it equals or is  % of voting   Total of both 
           higher than the notifiable threshold     rights     if it equals or 
                                                    through    is higher than 
                                                   financial   the notifiable 
                                                  instruments     threshold 
                                                     if it 
                                                   equals or 
                                                   is higher 
                                                   than the 
                                                  notifiable 
                                                   threshold 
 
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, England 
Date of completion   30 August 2023 
 
Notes 
 
[i] Please note this form should be read jointly with the applicable Disclosure 
Guidance and Transparency Rules Chapter 5 (DTR5) available on the following 
link: https://www.handbook.fca.org.uk/handbook/DTR/5/?view=chapter 
 
[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); (c) all parties to the agreement referred 
to in DTR5.2.1 (a) or (d) the holder of financial instruments referred to in 
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  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 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 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 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 DTR5.2.1 (e), the controlling natural person 
or legal entity and, provided it has a notification duty at an individual level 
under DTR 5.1, under DTR5.2.1 (a) to (d) or under a combination of any of those 
situations, the controlled undertaking; 
 
- in the circumstances foreseen in 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 DTR5.2.1 (g), the natural person or legal 
entity that controls the voting rights; 
 
- in the circumstances foreseen in 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 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 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 held in the issuer 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, please 
note that it might not be necessary 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 (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 in this way will 
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 by numbering 
each chain accordingly. Please see the below example: 
 
Name of ultimate controlling person A (chain 1) 
 
Name of controlled undertaking B 
 
Name of controlled undertaking C 
 
Name of ultimate controlling person A (chain 2) 
 
Name of controlled undertaking B 
 
Name of controlled undertaking D 
 
Name of ultimate controlling person A (chain3) 
 
Name of controlled undertaking E 
 
Name of controlled undertaking F 
 
[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. 
 
 
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https://news.cision.com/rogue-baron-plc/r/holding-s--in-company,c3826671 
 
 
END 
 
 

(END) Dow Jones Newswires

August 30, 2023 09:58 ET (13:58 GMT)