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: | Proactis Holdings Plc | |||||
| 1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
| Non-UK issuer |
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| 2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
| 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: Share exchange (see 11. Additional Information) | X | |||||
| 3. Details of person subject to the notification obligationiv | ||||||
| Name | Romulak Limited, a company owned by DouglasBay Capital III Fund LP and DouglasBay Capital III Fund (Co-Investment Account No.1) LP, funds under the discretionary management of DBAY Advisors Limited. | |||||
| City and country of registered office (if applicable) |
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| 4. Full name of shareholder(s) (if different from 3.)v | ||||||
| Name | Sparkasse Bank Malta Plc | |||||
| City and country of registered office (if applicable) |
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| 5. Date on which the threshold was crossed or reachedvi: | 14 July 2021 | |||||
| 6. Date on which issuer notified (DD/MM/YYYY): | 15 July 2021 | |||||
| 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) | % of voting rights through financial instruments | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | ||
| Resulting situation on the date on which threshold was crossed or reached | 25.54% |
| 25.54% | 95,532,628 | ||
| Position of previous notification (if applicable) | 25.54% |
| 25.54% |
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| 8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
| A: Voting rights attached to shares | |||||||||
| Class/type of ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
| Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
| GB00B13GSS58 | 24,398,227 |
| 25.54% |
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| SUBTOTAL 8. A | 24,398,227 | 25.54% | |||||||
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| B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
| Type of financial instrument | Expiration | Exercise/ | Number of voting rights that may be acquired if the instrument is exercised/converted. | % 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)) | |||||||||
| Type of financial instrument | Expiration | Exercise/ | Physical or cash settlementxii | Number of voting rights | % 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") | ||||
| 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 | X | |||
| 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 | |
| DBAY Advisors Limited |
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| DouglasBay Capital III Fund LP | 12.77% |
| 12.77% | |
| DouglasBay Capital III Fund (Co-Investment Account No.1) LP | 12.77% |
| 12.77% | |
| Romulak Limited | 25.54% |
| 25.54% | |
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| 10. In case of proxy voting, please identify: | ||||
| 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 | ||||
| DouglasBay Capital III Fund (Co-Investment Account No.1) LP transferred 12,199,114 Proactis shares to Romulak Limited in exchange for the issue of ordinary shares in Romulak Limited. | ||||
| Place of completion | DOUGLAS, ISLE OF MAN |
| Date of completion | 15 July 2021 |
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