C&C Group plc – major shareholding notifications – alert
C&C Group plc is an Irish incorporated company with its shares admitted to trading on the main market of the London Stock Exchange plc only.
Shareholders should be aware that, following the withdrawal of the United Kingdom from the European Union, from 1 January 2021 major shareholding disclosures should be made to C&C Group plc and the FCA under the UK’s Disclosure and Transparency Rules using the form TR1 available in electronic format on the FCA’s website.
Shareholders should also be aware that Ireland has a separate and independent notification regime under the Companies Act 2014 requiring notification of interests in, and changes to interests in, 3% or more of the “relevant share capital” (issued share capital carrying the right to vote in all circumstances at general meetings of the company) or of any class of “relevant share capital”, of Irish companies that are in scope, such as C&C.
In summary, the notification obligation arises where there is a change in the percentage of shares in which a person has an interest:
(a) from below to above the 3% threshold; or
(b) from above to below that threshold; or
(c) where 3% is exceeded both before and after the transaction, but the percentage level, in whole numbers, changes (fractions of a percentage being rounded down).
The notification, containing prescribed details, must be made in writing to the company within five days next following the day on which the obligation to notify arises. Failure to notify punctually or properly is an offence for which penalties may be imposed by the Irish courts, and may result in restrictions on the enforceability of rights attached to the shares.
This alert is for general guidance only. Shareholders are urged to take their own professional advice on any of the matters discussed.