Omega Insurance Holdings Omega Insurance Holdings  
 
   
     

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Notification of Interests in Shares

Notification of Interests in Shares

A Member must notify, and procure the relevant shareholder on whose account he is required to make such notifications to notify, the Company of the percentage of his voting rights he holds directly as a shareholder or on account of another or through his direct or indirect holding of qualifying financial instruments (or a combination of such holdings) if the percentage of those voting rights:

(a) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of shares or qualifying financial instruments; or

(b) reaches, exceeds or falls below an applicable threshold in (a) above as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with DTR 5.6.1R (i.e., disclosing the total number of voting rights and capital (including those held by it in treasury) at the end of each calendar month during which an increase or decrease has occurred).

The notification shall be effected as soon as possible, but no later than two trading days, the first of which shall be the day after the date on which the relevant person (1) learns of (or should have learned of, having regard to the circumstances) the acquisition or disposal or of the possibility of exercising voting rights, or (2) is informed about events changing the breakdown of voting rights. A person being a party to or having instructed a transaction shall be deemed to have such knowledge no later than two trading days following the transaction, unless the transaction is conditional upon approval or occurrence of an event beyond the parties’ control (in which case the person is deemed to have knowledge when the relevant approvals are obtained or when the event happens). “Trading day” means a day included in the calendar of trading days published by the Financial Services Authority (“FSA”) at www.fsa.gov.uk.

Notifications must be made using the form TR1 available in electronic format at the FSA’s website (and a copy shall be filed with the FSA simultaneously) or other statutorily required form, but in any event shall specify the share capital of the Company to which it relates and:

(a) state the number of shares comprised in that share capital in which he knows he (or any other relevant person) had interests immediately after the time when the obligation arose; or

(b) state that he (or any other relevant person) no longer has a notifiable interest if that becomes the case).

In respect of the form TR1 filing with the FSA, a contact address of the person making the notification shall be included (but such details must be in a separate annex and not included on the form which is sent to the Company).

If a Member fails to comply with the above notification requirement, the Company may (at the absolute discretion of the Directors) give a notice (a “restriction notice”) to such Member to suspend their rights, in respect of the shares in relation to which the default has occurred (the “default shares” which expression shall include any further shares issued in respect of any default shares), as to voting and (where the default shares represent at least 0.25 per cent. (in nominal value calculated exclusive of any Treasury Shares) of the issued shares of the same class as the default shares) dividends or scrip dividends for so long as the default continues.

  • “Qualifying financial instruments” means financial instruments specified in Section C of Annex I of the European Parliament and Council Directive on markets in financial instruments (No. 2004/39/EC) which, if held directly or indirectly, result in an entitlement to acquire, on a Member’s initiative alone, under a binding agreement, shares to which voting rights are attached, already issued, of the Company.
  • If a Member is required to make such notification on account of another, the Member shall procure that such other person complies with this requirement as though such other person were a Member. A Member who holds, directly or indirectly, qualifying financial instruments is required to aggregate and, if necessary, notify all such instruments as relate to the Company.
  • Voting rights must be calculated on the basis of all shares to which voting rights are attached, and a notification shall be given accordingly, even if the exercise of such rights is suspended. Certain voting rights disregarded for the purposes of DTR 5.1.3R to 5.1.5R (inclusive, such as shares acquired for the sole purpose of clearing and settlement within a settlement cycle) will also be disregarded in the application of the notification requirement.

Members or shareholders are advised to refer to Bye-law 86 of the Company’s Bye-laws (available at www.omegauw.com), which contains details of their obligations to notify the Company of their notifiable interests in and in relation to the Company’s capital pursuant to such Bye-laws.