TIDM0KGP TIDMKGP
RNS Number : 6736X
Kingspan Group PLC
21 December 2023
Standard Form TR-1
S tandard 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)
1. Identity of the issuer or the underlying issuer of existing shares
to which voting rights are attached (ii) :
Kingspan Group plc
2. Reason for the notification (please tick the appropriate box or boxes):
[ ü ] 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 obligation (iv) :
Name: City and country of registered office (if
FMR LLC applicable):
Wilmington, USA
-------------------------------------------------------
4. Full name of shareholder(s) (if different from 3.)(v) :
5. Date on which the threshold was crossed or reached (vi) :
19(th) of December 2023
6. Date on which issuer notified:
21(st) of December 2023
7. Threshold(s) that is/are crossed or reached:
5%
8. 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 % (9.A + of voting rights
to shares (total instruments 9.B) of issuer(vii)
of 9.A) (total of 9.B.1
+ 9.B.2)
------------------ ------------------- -------------- ------------------
Resulting situation
on the date
on which threshold
was crossed
or reached 5.03% 0.00% 5.03% 182,046,209
------------------ ------------------- -------------- ------------------
Position of
previous notification
(if applicable) 4.93% 0.00% 4.93%
------------------ ------------------- -------------- ------------------
9. 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 Number of voting rights (ix) % of voting rights
of
shares
ISIN code (if
possible)
Direct Indirect Direct Indirect
------------------------
IE0004927939 9,156,541 5.03%
------------------------ --------------------------- -----------------
SUBTOTAL A 9,156,541 5.03%
------------------------ --------------------------- -----------------
B 1: Financial Instruments according to Regulation 17(1)(a) of the Regulations
Type of financial Expiration Exercise/ Number of voting % of voting
instrument date (x) Conversion Period rights that may rights
(xi) be acquired if
the instrument
is exercised/converted.
------------- -------------------------------- --------------------------- -----------------
SUBTOTAL B.1
---------------------------------------------- --------------------------- -----------------
B 2: Financial Instruments with similar economic effect according to
Regulation 17(1)(b) of the Regulations
Type of financial Expiration Exercise/ Physical Number % of voting
instrument date (x) Conversion or cash settlement of voting rights
Period (xi) (xii) rights
-------------- ---------------- ------------------------- ----------------
SUBTOTAL
B.2
------------------------- ----------------
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)
[ ü ] 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) :
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 instruments if it higher than the
the notifiable equals or is higher notifiable threshold
threshold than the notifiable
threshold
------------------- --------------------- ----------------------
FMR LLC
------------------- --------------------- ----------------------
FIAM Holdings LLC
------------------- --------------------- ----------------------
FIAM LLC
------------------- --------------------- ----------------------
FMR LLC
------------------- --------------------- ----------------------
FIAM Holdings LLC
------------------- --------------------- ----------------------
Fidelity Institutional
Asset Management
Trust Company
------------------- --------------------- ----------------------
FMR LLC
------------------- --------------------- ----------------------
Fidelity Management
& Research Company
LLC 4.25% 0.00% 4.25%
------------------- --------------------- ----------------------
FMR LLC
------------------- --------------------- ----------------------
Fidelity Management
Trust Company
------------------- --------------------- ----------------------
11. In case of proxy voting: [name of the proxy holder] will cease to
hold [% and number] voting rights as of [date]
12. Additional information (xvi) :
Done at Dublin, Ireland, 21(st) of December 2023
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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END
HOLEASAFAANDFFA
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