22nd May 2009 13:02
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: |
Faroe Petroleum plc |
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2 Reason for the notification (please tick the appropriate box or boxes): |
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An acquisition or disposal of voting rights |
X |
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An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached |
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An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments |
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An event changing the breakdown of voting rights |
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Other (please specify): |
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3. Full name of person(s) subject to the notification obligation: |
Mark H. Rachesky, see section 9. |
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4. Full name of shareholder(s) (if different from 3.): |
Goldman Sachs Securities (Nominees) Limited; and Citi Smith Barney |
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5. Date of the transaction and date on which the threshold is crossed or reached: |
20 May 2009 Note: A number of further disposals of voting rights took place on 21 May 2009 and these have been reflected in the notified details in sections 8 and 9 of this form. |
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6. Date on which issuer notified: |
21 May 2009 |
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7. Threshold(s) that is/are crossed or reached: |
3% |
8. Notified details: |
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A: Voting rights attached to shares |
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Class/type of shares if possible using the ISIN CODE |
Situation previous to the triggering transaction |
Resulting situation after the triggering transaction |
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Number of Shares |
Number of Voting Rights |
Number of shares |
Number of voting rights |
% of voting rights |
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Direct |
Direct |
Indirect |
Direct |
Indirect |
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Ordinary shares of 10 pence each |
3,163,220 |
3,163,220 shares |
3,111,328 |
0 |
3,111,328 shares |
0 |
2.97% |
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B: Qualifying Financial Instruments |
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Resulting situation after the triggering transaction |
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Type of financial instrument |
Expiration date |
Exercise/ Conversion Period |
Number of voting rights that may be acquired if the instrument is exercised/ converted. |
% of voting rights |
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N/A |
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C: Financial Instruments with similar economic effect to Qualifying Financial Instruments |
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Resulting situation after the triggering transaction |
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Type of financial instrument |
Exercise price |
Expiration date |
Exercise/ Conversion period |
Number of voting rights instrument refers to |
% of voting rights |
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N/A |
Nominal |
Delta |
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Total (A+B+C) |
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Number of voting rights |
Percentage of voting rights |
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3,111,328 shares |
2.97% |
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: |
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Mark H. Rachesky indirectly controls 2.97% of the voting rights in Faroe Petroleum plc (previously 3.02% prior to the triggering transaction on 20 May 2009), comprising 3,111,328 ordinary shares, on the basis set forth below: 675,122 ordinary shares (0.64%) are beneficially owned by MHR Capital Partners Master Account LP. These voting rights are indirectly under the control of Mark H. Rachesky, who, as managing member, controls MHR Advisors LLC which in turn, as general partner, controls MHR Capital Partners Master Account LP. The ordinary shares are registered in the name of Citi Smith Barney. 90,173 ordinary shares (0.09%) are beneficially owned by MHR Capital Partners (100) LP. These voting rights are indirectly under the control of Mark H. Rachesky, who, as managing member, controls MHR Advisors LLC which in turn, as general partner, controls MHR Capital Partners (100) LP. The ordinary shares are registered in the name of Goldman Sachs Securities (Nominees) Limited. MHR Advisors LLC is therefore interested in 765,295 ordinary shares in Faroe Petroleum plc, which amounts to 0.73%. 2,120,449 ordinary shares (2.02%) are beneficially owned by MHR Institutional Partners LP. These voting rights are indirectly under the control of Mark H. Rachesky who, as managing member, controls MHR Institutional Advisors LLC which in turn, as general partner controls MHR Institutional Partners LP. The ordinary shares are registered in the name of Goldman Sachs Securities (Nominees) Limited. 225,584 ordinary shares (0.22%) are beneficially owned by MHRM LP. These voting rights are indirectly under the control of Mark H. Rachesky who, as managing member, controls MHR Institutional Advisors LLC which in turn, as general partner controls MHRM LP. The ordinary shares are registered in the name of Goldman Sachs Securities (Nominees) Limited. MHR Institutional Advisors LLC is therefore interested in 2,346,033 ordinary shares in Faroe Petroleum plc, which amounts to 2.24%. Each of MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Institutional Partners LP and MHRM LP has an investment management agreement with MHR Fund Management LLC, pursuant to which MHR Fund Management LLC may exercise the voting rights which are held by each of those parties on their behalves. This interest amounts to 2.97% of the voting rights in Faroe Petroleum plc. |
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Proxy Voting: |
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10. Name of the proxy holder: |
N/A |
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11. Number of voting rights proxy holder will cease to hold: |
N/A |
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12. Date on which proxy holder will cease to hold voting rights: |
N/A |
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13. Additional information: |
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14. Contact name: |
Hal Goldstein |
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15. Contact telephone number: |
+1 212 262 0005 |
Related Shares:
Faroe Petroleum Plc