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Share Name Share Symbol Market Type Share ISIN Share Description
Horizon Discovery Group Plc LSE:HZD London Ordinary Share GB00BK8FL363 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  1.60 1.72% 94.60 94.40 95.60 95.40 93.00 93.20 4,688 09:12:57
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Health Care Equipment & Services 58.3 -11.5 -3.1 - 149

Horizon Discovery Group plc Holding(s) in Company

06/08/2020 4:49pm

UK Regulatory (RNS & others)


Horizon Discovery (LSE:HZD)
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From Jul 2020 to Oct 2020

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TIDMHZD

RNS Number : 4200V

Horizon Discovery Group plc

06 August 2020

Horizon Discovery Group plc

TR-1: Standard form for notification of major holdings

Cambridge, UK, 6 August 2020: Horizon Discovery (LSE: HZD) ("Horizon", "the Group" or "the Company") announces that it has received the below TR1 form from ValueAct Capital Management, L.P. ("ValueAct") relating to the transfer of the management of the ValueAct Spring Master Fund, L.P. (the "Spring Master Fund") to Inclusive Capital Partners, L.P. ("Inclusive Capital") (the "Transfer"). The Transfer has been undertaken in relation to the Spring Master Fund's founder, Jeff Ubben, retiring from ValueAct and launching Inclusive Capital as announced in June 2020 and with effect from 31 July 2020. The full TR1 form from ValueAct is set out below.

 
 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 the issuer or the                                     Horizon Discovery Group plc 
  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                                                              X 
                                                                                                        ---- 
 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 obligation (iv) 
 Name                                                         ValueAct Capital Management, L.P. 
 City and country of registered office                        San Francisco, United States of America 
  (if applicable) 
 4. Full name of shareholder(s) (if different from 3.) (v) 
 Name                                                         See Item 11 
                                                             ----------------------------------------------- 
 City and country of registered office                        San Francisco, United States of America 
  (if applicable) 
                                                             ----------------------------------------------- 
 5. Date on which the threshold was                           31 July 2020 
  crossed or reached (vi) : 
                                                             ----------------------------------------------- 
 6. Date on which issuer notified (DD/MM/YYYY):               4 August 2020 
                                                             ----------------------------------------------- 
 7. Total positions of person(s) subject to the notification obligation 
                              % of voting       % of voting rights      Total of both    Total number 
                            rights attached      through financial       in % (8.A +      of voting rights 
                            to shares (total        instruments              8.B)         of issuer (vii) 
                                of 8. A)           (total of 8.B 
                                                     1 + 8.B 2) 
                          ------------------  ----------------------  ----------------  -------------------- 
 Resulting situation 
  on the date 
  on which threshold 
  was crossed 
  or reached               0%                                          0%                157,976,096 
                          ------------------  ----------------------  ----------------  -------------------- 
 Position of 
  previous notification 
  (if 
  applicable)              20.8%                                       20.8% 
                          ------------------  ----------------------  ----------------  -------------------- 
 
 
 
 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 rights                             % of voting rights 
  shares             (ix) 
  ISIN code (if 
  possible) 
                           Direct                   Indirect                     Direct                  Indirect 
                     (Art 9 of Directive       (Art 10 of Directive        (Art 9 of Directive     (Art 10 of Directive 
                         2004/109/EC)              2004/109/EC)           2004/109/EC) (DTR5.1)        2004/109/EC) 
                           (DTR5.1)                 (DTR5.2.1)                                          (DTR5.2.1) 
                                           -------------------------- 
 Ordinary Shares                            0                                                      0% 
                   ----------------------  --------------------------  -------------------------  --------------------- 
 
 SUBTOTAL 8. A                              0                                                 0% 
                   --------------------------------------------------  ------------------------------------------------ 
 
 B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC 
  (DTR5.3.1.1 (a)) 
 Type of            Expiration   Exercise/                       Number of voting                  % of voting 
  financial          date         Conversion Period               rights that may                   rights 
  instrument         (x)          (xi)                            be acquired if 
                                                                  the instrument 
                                                                  is 
                                                                  exercised/converted. 
                   -----------  ------------------------------  --------------------------------  --------------------- 
 
 
 
                                 SUBTOTAL 8. B 1 
                                ------------------------------  --------------------------------  --------------------- 
 
 B 2: Financial Instruments with similar economic effect according to 
  Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) 
 Type of       Expiration        Exercise/             Physical or           Number of             % of voting 
  financial     date (x)          Conversion            cash                  voting rights         rights 
  instrument                      Period (xi)           settlement 
                                                        (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 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                    X 
  and/or the 
  financial instruments are effectively held starting with the ultimate 
  controlling natural person or legal entity (xiv) (please add additional 
  rows as necessary) 
     Name (xv)         % of voting rights      % of voting rights       Total of both if 
                         if it equals or        through financial        it equals or is 
                        is higher than the      instruments if it        higher than the 
                       notifiable threshold    equals or is higher     notifiable threshold 
                                               than the notifiable 
                                                    threshold 
                     ----------------------  ---------------------  ------------------------ 
 VA Partners I, LLC 
                     ----------------------  ---------------------  ------------------------ 
 
 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) 
 VA Partners I, LLC no longer serves as the General Partner (the "GP Change") 
  of Inclusive Capital Partners Spring Master Fund, L.P. (f/k/a/ ValueAct 
  Spring Master Fund, L.P.) ("Spring Fund"). ValueAct Capital Management, 
  L.P. no longer renders management services to Spring Fund (the "Management 
  Termination"). As a result of the GP Change and Management Termination, 
  each of VA Partners I, LLC, ValueAct Capital Management, L.P., ValueAct 
  Capital Management, LLC, the General Partner to ValueAct Capital Management, 
  L.P., ValueAct Holdings, L.P., the majority owner of the membership interests 
  of VA Partners I, ValueAct Holdings II, L.P., the sole owner of the limited 
  partnership interests of ValueAct Capital Management, L.P. and the membership 
  interests of ValueAct Capital Management, LLC, and ValueAct Holdings 
  GP, LLC, the General Partner to ValueAct Holdings, L.P. and ValueAct 
  Holdings II, L.P., no longer holds any interest in securities of the 
  Issuer. 
 
 
 
 Place of completion   San Francisco, United States of America 
 Date of completion    4 August 2020 
                      ---------------------------------------- 
 

Ends

For further information from Horizon Discovery Group plc, please contact:

Horizon Discovery Group plc

Terry Pizzie, Chief Executive Officer

Jayesh Pankhania, Chief Financial Officer

Jon Davies, Head of Investor Relations

Tel: +44 (0) 1223 655 580

Numis Securities Limited (Broker and NOMAD)

Freddie Barnfield / Duncan Monteith

Tel: +44 (0) 207 260 1000

Consilium Strategic Communications (Financial Media and UK Investor Relations)

Mary-Jane Elliott / Matthew Neal / Melissa Gardiner

Tel: +44 (0) 20 3709 5700

Email: horizon@consilium-comms.com

Zyme Communications (Trade and Regional Media)

Lorna Cuddon

T Tel: +44 (0) 7811 996 942

Email: Lorna.cuddon@zymecommunications.com

Westwicke, an ICR Company (US Investor Relations)

Stephanie Carrington

Tel. +1 646-277-1282

Email: horizondiscovery@icrinc.com

About Horizon Discovery Group plc www.horizondiscovery.com

Horizon Discovery Group plc (LSE: HZD) ("Horizon") is a cell engineering company focused on commercializing the application of gene editing and gene modulation to accelerate scientific innovation and biopharmaceutical drug development. Horizon's portfolio of tools and services is built on decades of experience in altering the expression of genes across mammalian and human cell types to provide cell engineering tools and services to customers in three key areas of the therapeutic ecosystem: basic research, drug discovery and development and therapeutic applications. Horizon's offerings support and enable critical elements of the drug development and therapeutic value chain, particularly in the area of precision medicine. Horizon's customers include biopharmaceutical and diagnostics companies, contract research and manufacturing organizations and academic researchers across the globe.

Horizon is headquartered in Cambridge, UK with offices in USA and Japan. The Group is listed on the London Stock Exchange's AIM market under the ticker HZD.

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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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