1st Nov 2018 16:24
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 | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | PJSC "LUKOIL" | |||||
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 | ||||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | x | |||||
Other (please specify)iii: Correction of a previous notification. See box 11. | x | |||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Lancaster Trustees Limited (as trustee of the Verona Trust) | |||||
City and country of registered office (if applicable) | St Peter Port, Guernsey | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | Morcell Limited Simcol Holdings Ltd Grindale Investments Limited Sporine Limited | |||||
City and country of registered office (if applicable) | Morcell Limited: Limassol, Cyprus Simcol Holdings Ltd: Road Town, Tortola, British Virgin Islands Grindale Investments Limited: Limassol, Cyprus Sporine Limited: Limassol, Cyprus | |||||
5. Date on which the threshold was crossed or reachedvi: | 1/11/2018 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 1/11/2018
| |||||
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 | 15.114% | 113,355,149 | ||||
Position of previous notification (if applicable) | See Additional Information (box 11) below | |||||
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) | |||
Common shares ISIN: RU0009024277 | 113,355,149 | 15.114% | ||||
SUBTOTAL 8. A | 113,355,149 | 15.114% | ||||
| ||||||
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 |
| |||||
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 | |||||
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 | |
Lancaster Trustees Limited (as trustee of the Verona Trust) | 15.114% | |||
Vela Fund Ltd. | 15.114% | |||
Morcell Limited | 10.398% (comprises 1.515% of voting rights effectively held by Morcell Limited via nominees, and voting rights held through controlled undertakings) | |||
Grindale Limited | 8.883% | |||
Simcol Holdings Ltd | Less than 5% | |||
Lancaster Trustees Limited (as trustee of the Verona Trust) | 15.114% | |||
Vela Fund Ltd. | 15.114% | |||
Morcell Limited | 10.398% (comprises 1.515% of voting rights effectively held by Morcell Limited via nominees, and voting rights held through controlled undertakings) | |||
Grindale Limited | 8.883% | |||
Hepworth Technologies (CY) Limited (which holds 36.27% of Grindale Investments Limited)
Dogelux Securities Limited (which holds 33.08% of Grindale Investments Limited)
Simcol Holdings Ltd (which holds 30.65% of Grindale Investments Limited) | 6.189% (does not include less than 5% of voting rights effectively held by Simcol Holdings Ltd which is reported in previous chain of controlled undertakings) | |||
Grindale Investments Limited | 6.189% | |||
Lancaster Trustees Limited (as trustee of the Verona Trust) | 15.114% | |||
Vela Fund Ltd. | 15.114% | |||
Sporine Limited | Less than 5% | |||
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 reason for this notification is twofold.
First, further to the issuer's announcement on 1 November 2018, the total number of the issuer's common shares has been reduced from 850,563,255 to 750,000,000 common shares. Although neither Lancaster Trustees Limited, as trustee of the Verona Trust ("Lancaster Trustees") nor any of its controlled undertakings participated in the issuer's recent public offer, this has resulted in: (i) the percentage of voting rights of the issuer held by Lancaster Trustees increasing from 13.327% to 15.114%; (ii) the percentage of voting rights of the issuer held by Vela Fund Ltd. increasing from 13.327% to 15.114%; and (iii) the percentage of voting rights of the issuer held by Morcell Limited increasing from 9.169% to 10.398%.
Secondly, this notification corrects a previous notification on Form TR-1 submitted to the issuer on behalf of Mr Vagit Alekperov and published on 12 May 2008 (the "Previous TR-1") by which the issuer was notified that Mr. Alekperov had, at that time, a notifiable interest in the voting rights of the issuer in excess of 20% and held these voting rights directly. A substantial portion of the voting rights referred to in the Previous TR-1 are (and were, at the time of the Previous TR-1) held in discretionary trusts of which Mr. Alekperov and his family were beneficiaries. This notification shows the notifiable interest in the voting rights of the issuer held, at this time, by Lancaster Trustees. The Verona Trust is a discretionary trust of which Mr. Alekperov and his family are the sole beneficiaries.
We understand the issuer will be issuing an announcement on or about the date of this notification clarifying the interests of Mr. Alekperov in the issuer. | ||||
Place of completion | St Peter Port, Guernsey |
Date of completion | 1 November 2018 |
Related Shares:
LKOD.L