TIDMWISE
RNS Number : 8515Y
Wise PLC
09 September 2022
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB00BL9YR756
Issuer Name
WISE PLC
UK or Non-UK Issuer
UK
2. Reason for Notification
Cessation of voting rights in respect of all Class B ordinary
shares held by the Valar funds on the release of the corresponding
Class A ordinary shares from the dual-class structure
3. Details of person subject to the notification obligation
Name
James Fitzgerald and Andrew McCormack as managing members of
Valar Ventures GP LLC, Valar Co-Invest 1 GP LLC and Valar Velocity
GP 1 LLC
City of registered office (if applicable)
New York, New York
Country of registered office (if applicable)
United States
4. Details of the shareholder
Is the shareholder the same as the person subject to the
notification obligation, above?
No
NAME CITY OF REGISTERED OFFICE COUNTRY OF REGISTERED OFFICE
Valar Global Principals Fund New York, New York United States
I LP
-------------------------- -----------------------------
Valar Co-Invest 1 LP New York, New York United States
-------------------------- -----------------------------
Valar Global Fund I LP New York, New York United States
-------------------------- -----------------------------
Valar Velocity Fund I LP New York, New York United States
-------------------------- -----------------------------
5. Date on which the threshold was crossed or reached
7 September 2022
6. Date on which Issuer notified
8 September 2022
7. Total positions of person(s) subject to the notification
obligation
% of voting rights % of voting rights Total of both in Total number of
attached to shares through financial % (8.A + 8.B) voting rights held
(total of 8.A) instruments (total in issuer
of 8.B 1 + 8.B 2)
Resulting situation
on the date on which
threshold was crossed
or reached Below 3% - Below 3% 49,883,777
-------------------- -------------------- ----------------- --------------------
Position of previous
notification (if
applicable) 10.85% - 10.85%
-------------------- -------------------- ----------------- --------------------
8. Notified details of the resulting situation on the date on
which the threshold was crossed or reached
8A. Voting rights attached to shares
CLASS/TYPE OF SHARES NUMBER OF DIRECT NUMBER OF INDIRECT % OF DIRECT VOTING % OF INDIRECT VOTING
ISIN CODE(IF POSSIBLE) VOTING RIGHTS (DTR5.1) VOTING RIGHTS RIGHTS (DTR5.1) RIGHTS (DTR5.2.1)
(DTR5.2.1)
49,883,777 Class 49,883,777 Below 3%
A ordinary shares
(ISIN GB00BL9YR756)
------------------------ ----------------------- ------------------- ---------------------
49,883,777 Class Nil -
B ordinary shares
------------------------ ----------------------- ------------------- ---------------------
Sub Total 8.A 49,883,777 Below 3%
------------------------ ----------------------- ------------------- ---------------------
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
TYPE OF FINANCIAL EXPIRATION DATE EXERCISE/CONVERSION NUMBER OF VOTING % OF VOTING RIGHTS
INSTRUMENT PERIOD RIGHTS THAT MAY BE
ACQUIRED IF THE INSTRUMENT
IS EXERCISED/CONVERTED
Sub Total 8.B1
-------------------------------------- ---------------------------- -------------------
8B2. Financial Instruments with similar economic effect
according to (DTR5.3.1R.(1) (b))
TYPE OF FINANCIAL EXPIRATION DATE EXERCISE/CONVERSION PHYSICAL OR NUMBER OF VOTING % OF VOTING
INSTRUMENT PERIOD CASH SETTLEMENT RIGHTS RIGHTS
Sub Total 8.B2
--------------------------------------------------------- ----------------- ------------
9. Information in relation to the person subject to the
notification obligation
2. 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
entities (please add additional rows as necessary)
Ultimate Controlling Name of controlled % of voting rights % of voting rights Total of both if
Person undertaking if it equals or is through financial it equals or is higher
higher than the instruments if it than the notifiable
notifiable equals or is higher threshold
threshold than the notifiable
threshold
James Fitzgerald Valar Global
and Andrew McCormack Principals
as managing members Fund I LP
of Valar Ventures
GP LLC
---------------------- ---------------------- --------------------- -----------------------
James Fitzgerald Valar Co-Invest 1
and Andrew McCormack LP
as managing members
of Valar Co-Invest
1 GP LLC
---------------------- ---------------------- --------------------- -----------------------
James Fitzgerald Valar Global Fund
and Andrew McCormack I LP
as managing members
of Valar Ventures
GP LLC
---------------------- ---------------------- --------------------- -----------------------
James Fitzgerald Valar Velocity Fund
and Andrew McCormack 1 LP
as managing members
of Valar Velocity
GP 1 LLC
---------------------- ---------------------- --------------------- -----------------------
10. In case of proxy voting
Is there proxy voting?
No
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
James Fitzgerald and Andrew McCormack are the managing members
of the general partner entities of each of the Valar funds that
hold shares in Wise plc.
12. Date of Completion
8 September 2022
13. Place of Completion
New York, New York, United States
TR-1: S tandard 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 Wise plc
underlying issuer of existing shares
to which voting rights are attached
(ii) :
----------------------------------------------------------
1b. Please indicate if the issuer is a non-UK issuer (please mark with
an "X" if appropriate)
Non-UK issuer
------------------
2. Reason for the notification (please mark the appropriate box or boxes
with an "X")
An acquisition or disposal of voting rights X
------------------
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 obligation (iv)
Name Megan Muir
City and country of registered office New York City, USA
(if applicable)
4. Full name of shareholder(s) (if different from 3.) (v)
Name IA Venture Strategies Fund II, LP
and IA Venture Strategies Side Fund
II, LP
----------------------------------------------------------
City and country of registered office New York City, USA
(if applicable)
----------------------------------------------------------
5. Date on which the threshold was 07 September, 2022
crossed or reached (vi) :
----------------------------------------------------------
6. Date on which issuer notified 8 September, 2022
(DD/MM/YYYY):
----------------------------------------------------------
7. Total positions of person(s) subject to the notification obligation
% of voting % of voting rights Total of both Total number
rights attached through financial in % (8.A + of voting rights
to shares (total instruments 8.B) held in issuer
of 8. A) (total of 8.B (8.A + 8.B)
1 + 8.B 2) (vii)
------------------------ ------------------- ----------------- ------------------
Resulting situation
on the date
on which threshold
was crossed
or reached 10.35% 10.35%
------------------------ ------------------- ----------------- ------------------
Position of
previous notification
(if
applicable) 9.34% 9.34%
------------------------ ------------------- ----------------- ------------------
8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached (viii)
A: Voting rights attached to shares
Class/type of Number of voting rights (ix) % of voting rights
shares
ISIN code (if
possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
-----------------
Class A 0 0
----------------- ----------------- ----------------------------------- --------------
Class B 428,277,564 10.35%
----------------- ----------------- ----------------------------------- --------------
SUBTOTAL 8. A 10.35%
------------------------------------ ---------------------------------------------------
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial Expiration Exercise/ Number of voting % of voting
instrument date Conversion rights that may rights
(x) Period be acquired if
(xi) the instrument
is
exercised/converted.
----------------- ----------------- ----------------------------------- --------------
SUBTOTAL 8. B 1
----------------- ----------------------------------- --------------
B 2: Financial Instruments with similar economic effect according to
DTR5.3.1R (1) (b)
Type of financial Expiration Exercise/ Physical or Number of % of voting
instrument date (x) Conversion cash voting rights rights
Period (xi) Settlement
(xii)
------------------ ----------------- --------------- ------------------
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 X
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 entity (please add additional
rows as necessary) (xiv)
Name (xv) % of voting rights % of voting rights Total of both if
if it equals or through financial it equals or is
is higher than the instruments if it higher than the
notifiable threshold equals or is higher notifiable threshold
than the notifiable
threshold
------------------------ ---------------------- ----------------------
IA Venture Strategies
Fund II, LP and
IA Venture Strategies
Side Fund II, LP 10.35% 10.35%
------------------------ ---------------------- ----------------------
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 information (xvi)
Place of completion USA
Date of completion 8 September 2022
-----------------
Notes
(i) Please note this form should be read jointly with the
applicable Disclosure Guidance and Transparency Rules Chapter 5
(DTR5) available on the following link:
https://www.handbook.fca.org.uk/handbook/DTR/5/?view=chapter
(ii) Full name of the legal entity and further specification of
the issuer or underlying issuer, provided it is reliable and
accurate (e.g. address, LEI, domestic number identity). Indicate in
the relevant section whether the issuer is a non UK issuer.
(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 DTR5.2.1 (b)
to (h); (c) all parties to the agreement referred to in DTR5.2.1
(a) or (d) the holder of financial instruments referred to in
DTR5.3.1.
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 DTR5.2.1 (b) to
(h), the following list is provided as indication of the persons
who should be mentioned:
- in the circumstances foreseen in DTR5.2.1 (b), 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 DTR5.2.1 (c), 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 DTR5.2.1 (d), 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 DTR5.2.1 (e), the controlling
natural person or legal entity and, provided it has a notification
duty at an individual level under DTR 5.1, under DTR5.2.1 (a) to
(d) or under a combination of any of those situations, the
controlled undertaking;
- in the circumstances foreseen in DTR5.2.1 (f), 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 DTR5.2.1 (g), the natural
person or legal entity that controls the voting rights;
- in the circumstances foreseen in DTR5.2.1 (h), 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 DTR5.2.1 (b) to (h).
This should be the full name of the shareholder who is the
counterparty to the natural person or legal entity referred to
DTR5.2 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 national
practices (e.g. identification of funds managed by management
companies).
(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 held in the issuer 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, please note that it might not be necessary to disclose
the extent of the holding, only that the new holding is below that
threshold.
(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 (DTR 5.3.3.A).
(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 the cases, in which only on subsidiary level a
threshold is crossed or reached and the subsidiary undertaking
discloses the notification as only in this way will the markets get
always the full picture of the group holdings. In 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
by numbering each chain accordingly. Please see the below
example:
Name of ultimate controlling person A (chain 1)
Name of controlled undertaking B
Name of controlled undertaking C
Name of ultimate controlling person A (chain 2)
Name of controlled undertaking B
Name of controlled undertaking D
Name of ultimate controlling person A (chain3)
Name of controlled undertaking E
Name of controlled undertaking F
(xv) The names of controlled undertakings through which the
voting rights and/or financial instruments are effectively held
have to be presented irrespectively whether the controlled
undertakings cross or reach the lowest applicable threshold
themselves.
(xvi) Example: Correction of a previous notification.
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END
HOLEANNPESAAEFA
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September 09, 2022 02:01 ET (06:01 GMT)
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