THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
6 March 2023
NARF INDUSTRIES PLC
Note, the list of major shareholders will be updated on the Company website at (https://narfgroup.com/investor-relations).
TR-1: Standard form for notification of major holdings
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | NARF INDUSTRIES 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 | CIP Merchant Capital Limited | |||||
| City and country of registered office (if applicable) | Guernsey | |||||
| 4. Full name of shareholder(s) (if different from 3.)v | ||||||
| Name | Merchant Capital GP Limited on behalf of Merchant Capital LP | |||||
| City and country of registered office (if applicable) | Guernsey | |||||
| 5. Date on which the threshold was crossed or reachedvi: | 28/02/2023 | |||||
| 6. Date on which issuer notified (DD/MM/YYYY): | 29/02/2023 | |||||
| 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 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 | 3.28 | | 3.28 | 55,625,000 | ||
| Position of previous notification (if applicable) | 2.75 | | 2.75 | | ||
| 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 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) | ||||||
| GB00BMH18M70 | 55,625,000 | | 3.28 | | |||||
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| SUBTOTAL 8. A | 55,625,000 | 3.28 | |||||||
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| 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 | Exercise/ | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
| N/A | | | | | |||||
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| | | SUBTOTAL 8. B 1 | | | |||||
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| 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 | Exercise/ | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
| N/A | | | | | | ||||
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| SUBTOTAL 8.B.2 | | | ||||
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| 9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") |
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| 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 | x | ||||
| Full chain of controlled undertakings through which the voting rights and/or the | | ||||
| 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 |
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| 10. In case of proxy voting, please identify: |
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| Name of the proxy holder | N/A |
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| The number and % of voting rights held | N/A |
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| The date until which the voting rights will be held | N/A |
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| 11. Additional information |
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ENDS
For further information on the Group please visit www.narfgroup.com or contact:
| Rory Heier | NARF | Tel: +44 (0) 20 3468 2212 |
| Catherine Leftley/Charlotte Page/Isabel de Salis | St Brides Partners | narf@stbridespartners.co.uk |
| Peter Krens | Tennyson Securities | Tel: +44 (0)207 186 9030 |
About NARF Industries plc
Narf Industries (LSE: NARF)(OTCQB: NFIN.F) is a US based cyber security group specialising in high-end threat intelligence with a focus on critical infrastructure. The Group leads commissioned cyber security R&D and is commercialising a portfolio of products including TIGR that can be used by utilities and cyber first responders to restore power to electric grids and protecting other key infrastructure that have suffered a cyber-attack. The Group aims to further strengthen its portfolio both organically and via acquisition; its team of highly qualified cyber security experts is well placed to identify such opportunities.
Important notice
The content of this announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (FSMA). This announcement has been issued by and is the sole responsibility of the Company. The information in this announcement is subject to change. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any jurisdiction where to do so might constitute a violation of local securities laws or regulations (a Prohibited Jurisdiction). This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
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