Holding(s) in Company
Standard Form TR-1
Standard form for notification of major
holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the
relevant issuer and to the Central Bank of
Ireland)i |
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1. Identity of the issuer or the underlying issuer of
existing shares to which voting rights are
attachedii:
Irish Continental Group Plc |
2. Reason for the notification (please tick the
appropriate box or boxes):
[X] An acquisition or disposal of voting rights
[ ] 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:
FMR LLC |
City and country of registered office (if applicable):
Wilmington, USA |
4. Full name of shareholder(s) (if different from
3.)v:
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5. Date on which the threshold was crossed or
reachedvi:
25 July 2024 |
6. Date on which issuer notified:
26 July 2024 |
7. Threshold(s) that is/are crossed or
reached:
3% |
8. Total positions of person(s) subject to the notification
obligation: |
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% of voting rights attached to shares (total of 9.A) |
% of voting rights through financial instruments
(total of 9.B.1 + 9.B.2) |
Total of both in % (9.A + 9.B) |
Total number of voting rights of issuervii |
Resulting situation on the date on which threshold was crossed or
reached |
4.64% |
0.00% |
4.64% |
164,475,715 |
Position of previous notification (if applicable) |
4.19% |
0.00% |
4.19% |
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9. 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 of
shares
ISIN code (if possible)
|
Number of voting rightsix |
% of voting rights |
Direct
|
Indirect
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Direct
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Indirect
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IE00BLP58571 |
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7,631,644 |
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4.64% |
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SUBTOTAL A |
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7,631,644 |
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4.64% |
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B 1: Financial Instruments according to Regulation 17(1)(a)
of the Regulations |
Type of financial instrument |
Expiration
datex |
Exercise/
Conversion Periodxi |
Number of voting rights that may be acquired if the
instrument is exercised/converted. |
% of voting rights |
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SUBTOTAL B.1 |
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B 2: Financial Instruments with similar economic effect
according to Regulation 17(1)(b) of the Regulations |
Type of financial instrument |
Expiration
datex |
Exercise/
Conversion Period xi |
Physical or cash settlementxii |
Number of voting rights |
% of voting rights |
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SUBTOTAL B.2 |
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10. Information in relation to the person subject to the
notification obligation (please tick the applicable
box):
[ ] 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) issuer.xiii
[] Full chain of
controlled undertakings through which the voting rights and/or
the
financial instruments are effectively held starting with
the ultimate controlling natural person or legal
entityxiv:
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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 |
FMR LLC |
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Fidelity Management & Research Company LLC |
3.01 |
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3.01 |
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FMR LLC |
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Fidelity Management Trust Company |
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FMR LLC |
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FIAM Holdings LLC |
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FIAM LLC |
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11. In case of proxy voting: [name of
the proxy holder] will cease to hold [%
and number] voting
rights as of
[date]
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12. Additional
informationxvi:
3% threshold crossed upwards by Fidelity Management & Research
Company LLC, a controlled undertaking of FMR LLC. |
Done at Dublin 26 July 2024
Notes
i. Persons
completing this form should have regard to the requirements of the
Transparency (Directive 2004/109/EC) Regulations 2007 as amended
(the “Regulations”), the Central Bank of Ireland’s Transparency
Rules (the “Transparency Rules”) and Commission Delegated
Regulation (EU) 2015/761 of 17
December 2014.
ii Full name of the legal entity and
other identifying specification of the issuer or
underlying issuer, provided it is reliable and accurate (e.g.
address, LEI, domestic number identity).
iii Other reason for the
notification could be voluntary notifications, changes of
attribution of the nature of the holding (e.g. expiring of
financial instruments) or acting in concert.
iv This should be the
full name of (a) the shareholder; (b) the natural person or legal
entity acquiring, disposing of or exercising voting rights in the
cases provided for in Regulation 15(b) to (h) of the
Regulations (Article 10 (b) to (h) of Directive
2004/109/EC); or (c) the holder of financial
instruments referred to in Regulation 17(1) of the
Regulations (Article 13(1) of Directive
2004/109/EC).
As the disclosure of cases of acting in
concert may vary due to the specific circumstances (e.g. same or
different total positions of the parties, entering or exiting of
acting in concert by a single party) the standard form does not
provide for a specific method how to notify cases of acting in
concert.
In relation to the transactions referred to
in points (b) to (h) of Regulation 15 of the Regulations (Article
10 of Directive 2004/109/EC), the following list is provided as an
indication of the persons who should be mentioned:
-
in the
circumstances foreseen in letter (b) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the natural
person or legal entity that acquires the voting rights and is
entitled to exercise them under the agreement and the natural
person or legal entity who is transferring temporarily for
consideration the voting rights;
- in the circumstances
foreseen in letter (c) of the Regulation 15 of the Regulations
(Article 10 of Directive 2004/109/EC), the natural person or legal
entity holding the collateral, provided the person or entity
controls the voting rights and declares its intention of exercising
them, and natural person or legal entity lodging the collateral
under these conditions;
-
in the
circumstances foreseen in letter (d) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the natural
person or legal entity who has a life interest in shares if that
person or entity is entitled to exercise the voting rights attached
to the shares and the natural person or legal entity who is
disposing of the voting rights when the life interest is
created;
-
in the
circumstances foreseen in letter (e) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the controlling
natural person or legal entity and, provided it has a notification
duty at an individual level under Regulation 14 of the Regulations
(Article 9 of Directive 2004/109/EC), under letters (a) to (d) of
Regulation 15 of the Regulations (Article 10 of Directive
2004/109/EC) or under a combination of any of those situations, the
controlled undertaking;
-
in the
circumstances foreseen in letter (f) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the deposit
taker of the shares, if he can exercise the voting rights attached
to the shares deposited with him at his discretion, and the
depositor of the shares allowing the deposit taker to exercise the
voting rights at his discretion;
-
in the
circumstances foreseen in letter (g) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the natural
person or legal entity that controls the voting rights;
-
in the
circumstances foreseen in letter (h) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the proxy
holder, if he can exercise the voting rights at his discretion, and
the shareholder who has given his proxy to the proxy holder
allowing the latter to exercise the voting rights at his discretion
(e.g. management companies).
v Applicable in the
cases provided for in Regulation 15(b) to (h) of the
Regulations (Article 10 (b) to (h) of Directive
2004/109/EC). This should be the full name of the
shareholder who is the counterparty to the natural person or legal
entity referred to in Regulation 15 of the Regulations
(Article 10 Directive 2004/109/EC)
unless the percentage of voting rights held by the shareholder
is lower than the lowest notifiable threshold for the disclosure of
voting rights holdings in accordance with the requirements
of the Regulations and the Transparency
Rules.
vi The date on which
threshold is crossed or reached should be the date on which the
acquisition or disposal took place or the other reason triggered
the notification obligation. For passive crossings, the date when
the corporate event took effect.
vii The total number of
voting rights shall be composed of all the shares, including
depository receipts representing shares, to which voting rights are
attached even if the exercise thereof is suspended.
viii If the holding has
fallen below the lowest applicable threshold in accordance
with the Regulations and the
Transparency Rules the holder is not
obliged to disclose the extent of the holding only that the holding
is “below 3%” or “below 5%” as
appropriate.
ix In case of combined
holdings of shares with voting rights attached "direct holding" and
voting rights "indirect holding", please split the voting rights
number and percentage into the direct and indirect columns – if
there is no combined holdings, please leave the
relevant box blank.
x Date of
maturity/expiration of the financial instrument i.e. the date when
right to acquire shares ends.
xi If the financial
instrument has such a period – please specify this period – for
example once every 3 months starting from [date].
xii In case of cash
settled instruments the number and percentages of voting rights is
to be presented on a delta-adjusted basis (Regulation
17(4) of the Regulations/Article 13(1a) of Directive
2004/109/EC).
xiii If the person
subject to the notification obligation is either controlled and/or
does control another undertaking then the second option
applies.
xiv The full chain of
controlled undertakings, starting with the
ultimate controlling natural person or legal entity,
has to be presented also in cases in which only on subsidiary
level a threshold is crossed or reached and the subsidiary
undertaking discloses the notification, as only
thus will the markets get a
full picture of the group holdings. In the
case of multiple chains through which the voting rights and/or
financial instruments are effectively held, the
chains have to be presented chain by chain leaving a row free
between different chains (e.g.: A, B, C, free row, A, B, D, free
row, A, E, F etc.).
xv The names of
controlled undertakings through which the voting rights and/or
financial instruments are effectively held have to be presented
irrespective of whether the controlled
undertakings cross or reach the lowest applicable threshold
themselves.
xvi Example: Correction
of a previous notification.
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