4th Jan 2018 14:29
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | ValiRx PLC | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | X | |||||
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 obligationiv | ||||||
Name | YA II CD, Ltd. | |||||
City and country of registered office (if applicable) | ||||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | Jarvis Investment Management Ltd | |||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reachedvi: | 29 December 2017 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 3 January 2018 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | 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 | 6.99% | 6.99% | 399,062,717 | |||
Position of previous notification (if applicable) | Less than 3% | Less than 3% | ||||
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 ofshares 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) | ||||||
Ordinary Shares (GB00BWWYSP41) | 27,903,383 | 0 | 6.99% | 0 | |||||
SUBTOTAL 8. A | 27,903,383 | 6.99% | |||||||
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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 | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
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 | Expirationdatex | Exercise/Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
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 | ||||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | 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 | |
Yorkville Advisors Global II, LLC | 6.99% | 6.99% | ||
Yorkville Advisors Global, LP | 6.99% | 6.99% | ||
YA II CD, Ltd. | 6.99% | 6.99% | ||
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 informationxvi | ||||
The Ordinary Shares are held by Jarvis Investment Management in CREST for the benefit of YA II CD, Ltd.
The shareholder is the holder of Convertible Note Instrument dated 30 November 2016. The shareholder submitted conversion notices to the Issuer (the "Conversion Shares") for 17,130,106 Ordinary Shares on 29 November 2017, 20,349,169 Ordinary Shares on 6 December 2017, 10,285,760 Ordinary Shares on 8 December 2017, and 25,222,857 Ordinary Shares on 21 December 2017 totalling 72,987,892 Conversion Shares plus 2,680,526 shares already held by the shareholder which represented 18.96% of the aggregate voting rights of the Issuer. 47,765,035 of the Conversion Shares were sold by the shareholder to independent third parties between 30 November 2017 and 3 January 2018 (the "Trades"). The Conversion Shares were issued on 29 December 2017 and 3 January 2018 and were used to settle the Trades. Jarvis is currently long 27,903,383 shares of the Issuer as of 3 January 2018. This notification of major holdings is being filed in connection with the receipt and disposal of the Conversion Shares in connection with the Trades.
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Place of completion | Mountainside, New Jersey, USA |
Date of completion | 3 January 2018 |
Related Shares:
ValiRx