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RNS Number : 6927L
Network International Holdings PLC
09 September 2019
 

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:

Network International Holdings plc

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 obligationiv

Name

General Atlantic Service Company, L.P.

GAP (Bermuda) Limited

General Atlantic GenPar (Bermuda), L.P. 

General Atlantic Cooperatief U.A.

General Atlantic Borneo B.V.

General Atlantic Borneo II B.V.

 

Charles R. Kaye and Joseph P. Landy[1]

Warburg Pincus LLC

Warburg Pincus (Bermuda) Private Equity GP Ltd.

Warburg Pincus Partners II (Cayman), L.P.

Warburg Pincus XI-C, LLC

Warburg Pincus (Cayman) XI, L.P.

WP Mercury Holdings Coöperatief U.A.

WP Mercury Holdings B.V.

 

WP/GA Dubai Holding B.V.

WP/GA Dubai Holding II B.V.

WP/GA Dubai I B.V.

WP/GA Dubai II B.V.

WP/GA Dubai III B.V.

WP/GA Dubai IV B.V.

City and country of registered office (if applicable)


4. Full name of shareholder(s) (if different from 3.)v

Name

WP/GA Dubai IV B.V.

City and country of registered office (if applicable)

Amsterdam, the Netherlands

5. Date on which the threshold was crossed or reachedvi:

05/09/2019

6. Date on which issuer notified (DD/MM/YYYY):

06/09/2019

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

10.76%

0%

10.76%

500,000,000

Position of previous notification (if

applicable)

20.25%

N/A

20.25%


 

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 of
shares

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)

Ordinary Shares of 10 pence each GB00BH3VJ782

53,822,627

0

10.76%

0

SUBTOTAL 8. A

53,822,627

10.76%

 

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

N/A

N/A

N/A

N/A

N/A



SUBTOTAL 8. B 1

N/A

N/A

 

 

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

Expiration
date
x

Exercise/
Conversion Period
xi

Physical or cash

settlementxii

Number of voting rights

% of voting rights

N/A

N/A

N/A

N/A

N/A

N/A




SUBTOTAL 8.B.2

N/A

N/A

 

 

 

 

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 the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity
xiv (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

WP/GA Dubai IV B.V. is 100% owned by WP/GA Dubai III B.V., which in turn is 100% owned by WP/GA Dubai II B.V., which in turn is 100% owned by WP/GA Dubai I B.V., which in turn is 100% owned by WP/GA Dubai Holding II B.V., which in turn is 100% owned by WP/GA Dubai Holding B.V., which in turn is 50% owned by WP Mercury Holdings B.V. and 50% owned by General Atlantic Borneo II B.V.

 

WP Mercury Holdings B.V. is 82.69% owned by WP Mercury Holdings Coöperatief U.A., with the remainder held by a non-voting minority shareholder. WP Mercury Holdings Coöperatief U.A. is beneficially owned by certain limited partnerships of which Warburg Pincus (Cayman) XI, L.P. is the general partner, and the fund manager is Warburg Pincus LLC.

 

The general partner of Warburg Pincus (Cayman) XI, L.P. is Warburg Pincus XI-C, LLC, which is represented by its managing member Warburg Pincus Partners II (Cayman), L.P., which in turn is represented by it general partner Warburg Pincus (Bermuda) Private Equity GP Ltd.

 

Each of Charles R. Kaye and Joseph P. Landy, as the Managing Members and Co-Chief Executive Officers of Warburg Pincus LLC, may be deemed to control the management of Warburg Pincus LLC. 

 

General Atlantic Borneo II B.V. is 100% owned by General Atlantic Borneo B.V., which in turn is 100% owned by General Atlantic Cooperatief U.A.

 

General Atlantic Cooperatief U.A. is controlled by certain limited partnerships of which General Atlantic GenPar (Bermuda), L.P.  and GAP (Bermuda) Limited are the general partners, and the fund manager is General Atlantic Service Company, L.P.


10. In case of proxy voting, please identify:

Name of the proxy holder

N/A

The number and % of voting rights held

N/A

The date until which the voting rights will be held

N/A


11. Additional informationxvi

This change in shareholding is as a result of the transfer of shares pursuant to a placing by WP/GA Dubai IV B.V. by way of an accelerated bookbuild to institutional investors.

 

Place of completion

London

Date of completion

9 September 2019

 

 

 

[1] Each of Charles R. Kaye and Joseph P. Landy, as the Managing Members and Co-Chief Executive Officers of Warburg Pincus LLC, may be deemed to control the management of Warburg Pincus LLC.


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