TIDMSKG
Standard Form TR-1
Standard form for notification of major holdings
NOTIFICATION
OF MAJOR
HOLDINGS(to
be sent to the
relevant
issuerandto
the
Central
Bank
of Ireland)i
1. Identity of
the issuer
or
the underlying
issuer of
existing
shares
to which
voting
rights
are
attachedii:Smurfit
Kappa 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: Janus City and country of registered office (if applicable):
Henderson London, United Kingdom
Group plc
4.
Full
name
of
shareholder(s)(if
different from
3.)v:
5. Date on
which the
threshold was
crossed
or
reachedvi:05
June 2018
6. Date on
which
issuer
notified:06
June 2018
7.
Threshold(s)
that
is/are crossed
or
reached:Below
4%
8.
Total positions
of
person(s)
subject
to
the
notification
obligation:
% of voting rights attached to shares (total of 9.A) % of voting rights through financial instruments Total of both in % (9.A + 9.B) Total number of voting rights of issuervii
(total of 9.B.1 + 9.B.2)
Resulting 3.50% 0.35% 3.85% 237,211,577
situation
on
the date
on which
threshold was
crossed
or reached
Position of 3.74% - 4.09%
previous
notification
(if
applicable)
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 Number of voting rightsix % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
IE00B1RR8406 - 8,302,195 - 3.50%
SUBTOTAL A 8,302,195 3.50%
B 1: Financial Instruments according to Regulation 17(1)(a) of the Regulations
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is exercised/converted. % of voting rights
datex Conversion Periodxi
SUBTOTAL B.1
B 2: Financial Instruments with similar economic effect according to Regulation 17(1)(b) of the Regulations
Type of financial instrument Expiration Exercise/ Physical or cash settlementxii Number of voting rights % of voting rights
datex Conversion Periodxi
CFD Physical 847,552 0.35%
SUBTOTAL B.2 847,552 0.35%
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
[X] 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:
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
Janus Henderson Group plc, Henderson Group Holdings Asset Management Limited, 3.85% 3.85%
HGI Asset Management Group Limited, Henderson Global Group Limited,
Henderson Holdings Group Limited, HGI Group Limited, Henderson Global
Investors (Holdings) Limited, Henderson Global Investors Limited
11. In case of proxy voting: [name of the proxy holder] will
cease to hold [% and number] voting rights as of [date]
12. Additional informationxvi:
Done at 201 Bishopsgate, London EC2M 3AE on 06 June 2018.
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
Rulesthe 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.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20180611005593/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
June 11, 2018 08:46 ET (12:46 GMT)
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