2nd Feb 2016 07:00
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1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii | Ruspetro plc | |||||
2 Reason for the notification (please tick the appropriate box or boxes): | ||||||
An acquisition or disposal of voting rights |
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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 | x | |||||
Other (please specify): |
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3. Full name of person(s) subject to thenotification obligation: iii | Sobny Group Corporation | |||||
4. Full name of shareholder(s) (if different from 3.):iv | Otkritie Capital International Limited is the shareholder for a number of the shares. For further details see box 9. | |||||
5. Date of the transaction and date onwhich the threshold is crossed orreached: v | 08.01.2016 | |||||
6. Date on which issuer notified: | 01.02.2016 | |||||
7. Threshold(s) that is/are crossed orreached: vi, vii | 4% in respect of indirect interest in voting rights. No change to aggregate interest. | |||||
8. Notified details: | |||||||||||||||||
A: Voting rights attached to shares viii, ix | |||||||||||||||||
Class/type ofshares if possible usingthe ISIN CODE | Situation previousto the triggeringtransaction | Resulting situation after the triggering transaction | |||||||||||||||
NumberofShares | NumberofVotingRights | Numberof shares | Number of votingrights | % of voting rights x | |||||||||||||
Direct | Direct xi | Indirect xii | Direct | Indirect | |||||||||||||
Ordinary Shares | 43,505,000 | 43,505,000 | 3,516,191 | 3,516,191 | 39,988,809 | 0.40% | 4.60% | ||||||||||
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B: Qualifying Financial Instruments | |||||||||||||||||
Resulting situation after the triggering transaction | |||||||||||||||||
Type of financialinstrument | Expirationdate xiii | Exercise/Conversion Period xiv | Number of votingrights that may beacquired if theinstrument isexercised/ converted. | % of votingrights | |||||||||||||
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C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi | |||||||||||||||||
Resulting situation after the triggering transaction | |||||||||||||||||
Type of financialinstrument | Exercise price | Expiration date xvii | Exercise/Conversion period xviii | Number of voting rights instrument refers to
| % of voting rights xix, xx
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| Nominal | Delta | |||||||||||
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Total (A+B+C) | |||||||||||||||||
Number of voting rights | Percentage of voting rights | ||||||||||||||||
43,505,000 | 5.00% | ||||||||||||||||
9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi | ||
In addition to the 3,516,191 shares that it held directly following the triggering transaction on 08.01.2016, Sobny Group Corporation ("Sobny") also had an indirect interest in 39,988,809 shares which have been transferred to Otkritie Capital International Limited ("OCIL") pursuant to the terms of a repurchase agreement (repo) financing between OCIL (as lender) and Sobny (as borrower). Sobny has the right and obligation to reacquire those shares in accordance with the terms and subject to the conditions of the repo financing agreement. | ||
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Proxy Voting: | ||
10. Name of the proxy holder: | N/A | |
11. Number of voting rights proxy holder will ceaseto hold: | N/A | |
12. Date on which proxy holder will cease to holdvoting rights: | N/A | |
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13. Additional information: | Prior to 14.12.2015 Sobny had a direct interest in 43,505,000 Ruspetro plc shares (in aggregate 5.00% of the total voting rights). Sobny's aggregate direct and indirect interest in shares has remained at 5.00% since 14.12.2015; however the split between its direct and indirect interest has varied.
On 14.12.2015 Sobny transferred 31,307,425 shares to OCIL pursuant to a repurchase agreement (repo) financing between OCIL (as lender) and Sobny (as borrower), retaining an indirect interest in such shares, following which Sobny had a direct interest in 12,197,575 shares (1.40% of the total voting rights) and an indirect interest in 31,307,425 shares (3.60% of the total voting rights), and crossing the relevant direct thresholds from 5% or more to below 3% and the indirect threshold from below 3% to 3% or more on that date.
Between 14.12.2015 and 08.01.2016, there were a number of transfers of shares between Sobny and OCIL in order to meet margin calls and to return excess collateral to Sobny in accordance with the terms of the finance agreement. The dates on which relevant voting rights thresholds were crossed and details of the direct and indirect holdings on those dates are set out below:
On 16.12.2015 Sobny's indirect interest increased to 4% or more. Following the transaction on that date, Sobny had a direct interest in 7,640,638 shares (0.88%) and an indirect interest in 35,864,362 shares (4.12%).
On 22.12.2015 Sobny's indirect interest decreased to below 4%. Following the transaction on that date, Sobny had a direct interest in 10,556,760 shares (1.21%) and an indirect interest in 32,948,240 shares (3.79%).
On 08.01.2016 Sobny's indirect interest increased to 4% or more. Following the transaction on that date, Sobny had a direct interest in 3,516,191 shares (0.40%) and an indirect interest in 39,988,809 shares (4.60%).
Since 08.01.2016, Sobny's direct interest has remained at less than 3% and its indirect interest has remained at between 4% and 5%. Its aggregate interest has remained at 5.00% throughout this period.
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14. Contact name: | Sobny Group Corporation Luis A Davis/Pamela D Hall, Directors Pasea Estate, PO Box 958 Road Town, Tortola, BVI | |
15. Contact telephone number: | +1 284 494 2015 | |
Related Shares:
Ruspetro