20th Feb 2018 09:36
20 February 2018
VinaLand Limited
Changes to Significant Shareholders
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi | ||||
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: ii |
VINALAND LIMITED | |||
2 Reason for the notification (please tick the appropriate box or boxes): | ||||
An acquisition or disposal of voting rights | X | |||
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached | ||||
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments | ||||
An event changing the breakdown of voting rights | ||||
Other (please specify): | ||||
3. Full name of person(s) subject to the notification obligation: iii |
MIO Partners, Inc., on behalf of the entities listed in item 4 | |||
4. Full name of shareholder(s) (if different from 3.):iv | Barfield Nominees Limited A/C SLI01 Barfield Nominees Limited A/C CSJ01 FBO Compass Special Situations Fund LLC Barfield Nominees Limited A/C CSC01 | |||
5. Date of the transaction and date on which the threshold is crossed or reached: v |
February 8, 2018 | |||
6. Date on which issuer notified: | February 14, 2018 | |||
7. Threshold(s) that is/are crossed or reached: vi, vii |
14.78% (see schedule A) | |||
8. Notified details: | |||||||||||||||
A: Voting rights attached to shares viii, ix | |||||||||||||||
Class/type of shares
if possible using the ISIN CODE
KYG936361016 | Situation previous to the triggering transaction | Resulting situation after the triggering transaction | |||||||||||||
Number of Shares | Number of Voting Rights | Number of shares | Number of voting rights | % of voting rights x | |||||||||||
Direct | Direct xi | Indirect xii | Direct | Indirect | |||||||||||
*PLEASE SEE SCHEDULE A ATTACHED HERETO* | |||||||||||||||
B: Qualifying Financial Instruments | |||||||||||||||
Resulting situation after the triggering transaction | |||||||||||||||
Type of financial instrument | Expiration date xiii | Exercise/ Conversion Period xiv | Number of voting rights that may be acquired if the instrument is exercised/ converted. | % of voting rights | |||||||||||
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi | |||||||||||||||
Resulting situation after the triggering transaction | |||||||||||||||
Type of financial instrument | Exercise price | Expiration date xvii | Exercise/ Conversion period xviii | Number of voting rights instrument refers to | % of voting rights xix, xx | ||||||||||
Nominal | Delta | ||||||||||||||
Total (A+B+C) | |
Number of voting rights | Percentage of voting rights |
*PLEASE SEE SCHEDULE A ATTACHED HERETO* |
9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: xxi | ||
MIO Partners, Inc. ("MIO") is:
the managing member of Compass Special Situation Fund LLC, the beneficial owner of Barfield Nominees Limited A/C CSJ01 FBO Compass Special Situations Fund LLC, which is a custody account held with Northern Trust Guernsey Limited ("NTGL");
the manager of Compass COSS Master Limited, the beneficial owner of Barfield Nominees Limited A/C CSC01, which is a custody account held with NTGL;
the manager of SSALT Fund Limited, the beneficial owner of Barfield Nominees Limited A/C SLI01, which is a custody account held with NTGL.
The general partner of Special Situations Investment Fund LP, the beneficial owner of Barfield Nominees Limited A/C GWW01
NTGL is authorized to act on behalf of the accounts when instructed to do so by MIO. | ||
Proxy Voting: | ||
10. Name of the proxy holder: | MIO Partners, Inc., on behalf of the entities first listed in item 4 | |
11. Number of voting rights proxy holder will cease to hold: | ||
12. Date on which proxy holder will cease to hold voting rights: | ||
13. Additional information: | ||
14. Contact name: | Jaime McPhee | |
15. Contact telephone number: | 1-212-203-4312 |
Note: Annex should only be submitted to the FSA not the issuer | |
A: Identity of the persons or legal entity subject to the notification obligation | |
Full name (including legal form of legal entities) |
MIO Partners, Inc., a Delaware corporation |
Contact address (registered office for legal entities) | Mailing address: 245 Park Avenue 13th Floor New York, NY 10167 USA
Registered office: c/o Corporation Service Company 251 Little Falls Drive Wilmington, DE 19808 USA |
Phone number & email | 1-212-203-4082 |
Other useful information (at least legal representative for legal persons) | Mr. Lipscomb is General Counsel and Secretary of MIO Partners, Inc. |
B: Identity of the notifier, if applicable | |
Full name | |
Contact address | |
Phone number & email | |
Other useful information (e.g. functional relationship with the person or legal entity subject to the notification obligation) |
C: Additional information |
For notes on how to complete form TR-1 please see the FSA website. |
SCHEDULE A
CHANGE IN SHAREHOLDINGS BY ENTITIES MANAGED BY MIO PARTNERS INC. IN
VINALAND LIMITED
Shareholder Managed | Situation Previous to the Triggering Transaction | Resulting Situation After the Triggering Transaction | |||||
No. of Shares | No. of Voting Rights | No. of Shares | No. of Voting Rights | % of Voting Rightsi | |||
Direct | Direct | Indirect | Direct | Indirect | |||
Barfield Nominees Limited A/C CSC01 | 7,549,251 | 7,549,251 | 7,549,251 | 7,549,251 | 4.35% | ||
Barfield Nominees Limited A/C CSJ01 FBO Compass Special Situations Fund LLC | 4,925,149 | 4,925,149 | 4,925,149 | 4,925,149 | 2.83% | ||
Barfield Nominees Limited A/C GWW01 | 1,067,582 | 1,067,582 | 1,067,582 | 1,067,582 | .61% | ||
Barfield Nominees Limited A/C SLI01 | 14,139,553 | 14,139,553 | 12,139,553 | 12,139,553 | 6.98% | ||
TOTALS | 27,681,535 | 27,681,535 | 25,681,535 | 25,681,535 | 14.78% |
i Percentages calculated based on information from recent available disclosure of outstanding shares as of February 12, 2018 listed at 173,764,888 shares.
Related Shares:
VNL.L