RNS Number : 2693C
TMT Investments PLC
16 October 2020
 

16 October 2020

 

TMT INVESTMENTS PLC

("TMT" or the "Company")

 

PDMR and Major Shareholdings

 

TMT Investments PLC (AIM: TMT.L), the venture capital company investing in high-growth technology companies, announces that it was notified on 15 October 2020, that on 14 October 2020, Nelli Morgulchik (adult daughter of Alexander Morgulchik) transferred, at her sole discretion and for nil consideration, 92.12% of the shares in Macmillan Trading Company Limited ("Macmillan") to Alexander Morgulchik (TMT's Head of Business Development), German Kaplun (TMT's Head of Strategy) and Artemii Iniutin (TMT's Head of Investments) (the "Transfer").

 

Following the Transfer, the resulting interests in Macmillan, which is currently interested in 6,817,063 ordinary shares of no par value in the Company ("Ordinary Shares"), representing approximately 23.36% of the Company's issued share capital, are set out in the table below.

 

Accordingly, TMT shareholdings of the members of the concert party, as defined in the City Code on Takeovers and Mergers (the "Code"), which currently exists in the Company, have changed as follows:

 

Shareholder (legal holder)

Beneficial holder

(if different to legal holder)

No. of Ordinary Shares

% of issued share capital

Macmillan Trading Company Limited ("Macmillan")

Alexander Morgulchik 45.05%, German Kaplun 37.17%, Artemii Iniutin 9.90%,
Nelli Morgulchik 7.88%

6,817,063

23.36%

Ramify Consulting Corp. ("Ramify")

German Kaplun

5,348,980

18.33%

Wissey Trade & Invest Ltd ("Wissey")

Andrey Kareev

5,000,000

17.13%

Eclectic Capital Limited ("Eclectic")

Nika Kirpichenko

1,800,000

6.17%

Menostar Holdings Limited ("Menostar")

Dmitry Kirpichenko

1,790,000

6.13%

Merit Systems Inc.

Artemii Iniutin

1,191,218

4.08%

Natalia Inyutina (Adult daughter of Artemii Iniutin)

727,156

2.49%

Vlada Kaplun (Adult Daughter of German Kaplun)

363,578

1.25%

Marina Kedrova (Adult Daughter of German Kaplun)

363,578

1.25%

Artemii Iniutin


241,939

0.83%

Total


23,643,512

81.01%

 

Since September 2013, when the Company became subject to the Code, the concert party has been interested in, in aggregate, more than 50% of the Company's issued share capital at all times.

 

The total direct and indirect interest in TMT by the concert party's beneficial holders are now as follows:

 

Beneficial holder

No. of Ordinary Shares

% of issued share capital

German Kaplun

7,882,664

27.01%

Andrey Kareev

5,000,000

17.13%

Alexander Morgulchik

3,071,087

10.52%

Artemii Iniutin

2,108,046

7.22%

Nika Kirpichenko

1,800,000

6.17%

Dmitry Kirpichenko

1,790,000

6.13%

Natalia Inyutina

727,156

2.49%

Nelli Morgulchik

537,403

1.84%

Vlada Kaplun

363,578

1.25%

Marina Kedrova

363,578

1.25%

Total

23,643,512

81.01%

 

The relevant shareholders' individual notification forms are copied below.

 

TMT Investments PLC

Alexander Selegenev

Executive Director

www.tmtinvestments.com

 

+44 (0)1534 281 800

(Computershare - Company Secretary)

 

alexander.selegenev@tmtinvestments.com

 

Strand Hanson Limited (Nominated Adviser)

Richard Tulloch / James Bellman

 

+44 (0)20 7409 3494

Hybridan LLP (Broker)

Claire Louise Noyce

 

+44 (0)20 3764 2341

Kinlan Communications

David Hothersall

+44 (0)20 7638 3435

davidh@kinlan.net

 

About TMT Investments PLC

 

TMT Investments PLC invests in high-growth technology companies across a number of core specialist sectors and has a significant number of Silicon Valley investments in its portfolio. Founded in 2010, TMT has invested in over 60 companies to date and has net assets of US$101m as of 30 June 2020.  The Company's objective is to generate an attractive rate of return for shareholders, predominantly through capital appreciation.  The Company is traded on the AIM market of the London Stock Exchange. www.tmtinvestments.com.

 

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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:

TMT Investments PLC

1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)

Non-UK issuer

X

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

Nelli Morgulchik

City and country of registered office (if applicable)

 

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

Name

MacMillan Trading Company Limited

City and country of registered office (if applicable)

Road Town, Tortola, BVI

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

14/10/2020

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

15/10/2020

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

1.84%

 

 

29,185,831

Position of previous notification (if applicable)

23.36%

 

 

 

 

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)

 

JE00B3RQZ289

 

537,403

 

1.84%

 

 

 

 

 

 

 

SUBTOTAL 8. A

537,403

1.84%

 

 

 

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

 

 

 

 

 

 

 

 

 

SUBTOTAL 8. B 1

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

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 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 entityxiv (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

Nelli Morgulchik

 

 

 

MacMillan Trading Company Limited

23.36% of which Nelli Morgulchik is interested in 1.84%

 

 

 

 

 

 

 

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 informationxvi

 

 

Place of completion

London, UK

Date of completion

15/10/2020



 

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:

TMT Investments PLC

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)

Non-UK issuer

X

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

Alexander Morgulchik

City and country of registered office (if applicable)

 

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

Name

MacMillan Trading Company Limited

City and country of registered office (if applicable)

Road Town, Tortola, BVI

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

14/10/2020

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

15/10/2020

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

10.52%

 

 

29,185,831

Position of previous notification (if

applicable)

0%

 

 

 

 

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)

JE00B3RQZ289

 

3,071,087

 

10.52%

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8. A

3,071,087

10.52%

 

 

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

 

 

 

 

 

 

 

SUBTOTAL 8. B 1

 

 

 

 

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

 

 

 

 

 

 

 

 

 

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 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 entityxiv (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

 

Alexander Morgulchik

10.52%

 

10.52%

 

MacMillan Trading Company Limited

23.36% of which Alexander Morgulchik is interested in 10.52%

 

10.52%

 

 

 

 

 

 

 

 

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 informationxvi

 

 

 

 

Place of completion

Moscow, Russia

Date of completion

15/10/2020



 

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:

TMT Investments PLC

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)

Non-UK issuer

X

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

German Kaplun

City and country of registered office (if applicable)

 

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

Name

MacMillan Trading Company Limited

City and country of registered office (if applicable)

Road Town, Tortola, BVI

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

14/10/2020

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

15/10/2020

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

27.01%

 

 

29,185,831

Position of previous notification (if

applicable)

18.33%

 

 

 

 

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)

 

JE00B3RQZ289

 

7,882,664

 

27.01%

 

 

 

 

 

 

 

SUBTOTAL 8. A

7,882,664

27.01%

 

 

 

 

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

 

 

 

 

 

 

 

 

 

SUBTOTAL 8. B 1

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

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 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 entityxiv (please add additional rows as necessary)

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

German Kaplun

27.01%

 

27.01%

Ramify Consulting Corp.

18.33%

 

18.33%

MacMillan Trading Company Limited

23.36 % of which German Kaplun is interested in 8.68%

 

8.68%

 

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 informationxvi

 

 

Place of completion

Belek, Turkey

Date of completion

15/10/2020



 

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:

TMT Investments PLC

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)

Non-UK issuer

X

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

Artemii Iniutin

City and country of registered office (if applicable)

 

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

Name

MacMillan Trading Company Limited

City and country of registered office (if applicable)

Road Town, Tortola, BVI

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

14/10/2020

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

15/10/2020

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

7.22%

 

 

29,185,831

Position of previous notification (if

applicable)

4.91%

 

 

 

 

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)

JE00B3RQZ289

241,939

1,866,107

0.83%

6.39%

 

 

 

 

 

SUBTOTAL 8. A

2,108,046

7.22%

 

 

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

 

 

 

 

 

 

 

SUBTOTAL 8. B 1

 

 

 

 

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

 

 

 

 

 

 

 

 

 

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 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 entityxiv (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

 

Artemii Iniutin

7.22%

 

7.22%

 

Merit Systems Inc.

4.08%

 

4.08%

 

MacMillan Trading Company Limited

23.36% of which Artemii Iniutin is interested in 2.31%

 

2.31%

 

 

 

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 informationxvi

 

 

 

 

Place of completion

Moscow, Russian Federation

Date of completion

15/10/2020



 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Alexander Morgulchik

2

Reason for the notification

a)

Position/status

PDMR (Head of Business Development)

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

TMT Investments PLC (the "Issuer")

b)

LEI

213800UGZLGI4R6YW964

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Ordinary shares of no par value each



Identification code

JE00B3RQZ289



b)

Nature of the transaction

Indirect acquisition of ordinary shares in the Issuer through transfer of shares in MacMillan Trading Company Limited (the registered shareholder of ordinary shares in the Issuer) for nil consideration

c)

Price(s) and volume(s)




Price(s)

Volume(s)




N/A

3,071,087







d)

Aggregated information




- Aggregated volume

Acquisition of 3,071,087 ordinary shares



- Price

Nil consideration



e)

Date of the transaction

14 October 2020

f)

Place of the transaction

Outside of a trading venue

 



 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

German Kaplun

2

Reason for the notification

a)

Position/status

PDMR (Head of Strategy)

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

TMT Investments PLC (the "Issuer")

b)

LEI

213800UGZLGI4R6YW964

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Ordinary shares of no par value each



Identification code

JE00B3RQZ289



b)

Nature of the transaction

Indirect acquisition of ordinary shares in the Issuer through transfer of shares in MacMillan Trading Company Limited (the registered shareholder of ordinary shares in the Issuer) for nil consideration

c)

Price(s) and volume(s)




Price(s)

Volume(s)




N/A

2,533,684







d)

Aggregated information




- Aggregated volume

Acquisition of 2,533,684 ordinary shares



- Price

Nil consideration



e)

Date of the transaction

14 October 2020

f)

Place of the transaction

Outside of a trading venue

 



 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Artemii Iniutin

2

Reason for the notification

a)

Position/status

PDMR (Head of Investments)

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

TMT Investments PLC (the "Issuer")

b)

LEI

213800UGZLGI4R6YW964

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Ordinary shares of no par value each



Identification code

JE00B3RQZ289



b)

Nature of the transaction

Indirect acquisition of ordinary shares in the Issuer through transfer of shares in MacMillan Trading Company Limited (the registered shareholder of ordinary shares in the Issuer) for nil consideration

c)

Price(s) and volume(s)




Price(s)

Volume(s)




N/A

674,889







d)

Aggregated information




- Aggregated volume

Acquisition of 674,889 ordinary shares



- Price

Nil consideration



e)

Date of the transaction

14 October 2020

f)

Place of the transaction

Outside of a trading venue

 

 

 

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