TR-1:
Standard form for notification of major holdings
1.
Issuer Details
ISIN
GB00BL9YR756
Issuer Name
WISE PLC
UK
or Non-UK Issuer
UK
2.
Reason for Notification
Cessation of voting rights in
respect of all Class B ordinary shares held by the
Andreessen Horowitz funds on the release of the
corresponding Class A ordinary shares from the dual-class
structure
3.
Details of person subject to the notification
obligation
Name
Andreessen Horowitz Fund IV, L.P.,
AH Parallel Fund IV, L.P., and Andreessen Horowitz LSV Fund I,
L.P.
City of registered office (if applicable)
Menlo Park, California
Country of registered office (if applicable)
United States
4.
Details of the shareholder
Is
the shareholder the same as the person subject to the notification
obligation, above?
Yes
5.
Date on which the threshold was crossed or
reached
13 March 2024
6.
Date on which Issuer notified
14 March 2024
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 held in issuer
|
Resulting situation on the date on
which threshold was crossed or reached
|
Below 3%
|
-
|
Below 3%
|
88,424,920
|
Position of previous notification
(if applicable)
|
9.03%
|
-
|
9.03%
|
342,370,846
|
8.
Notified details of the resulting situation on the date on which
the threshold was crossed or reached
8A.
Voting rights attached to shares
CLASS/TYPE OF SHARES ISIN CODE (IF POSSIBLE)
|
NUMBER OF DIRECT VOTING RIGHTS (DTR5.1)
|
NUMBER OF INDIRECT VOTING RIGHTS (DTR5.2.1)
|
% OF
DIRECT VOTING RIGHTS (DTR5.1)
|
% OF
INDIRECT VOTING RIGHTS (DTR5.2.1)
|
Class A ordinary shares
(ISIN GB00BL9YR756)
|
88,424,920
|
|
Below 3%
|
|
Class B ordinary shares
|
Nil
|
|
-
|
|
Sub Total 8.A
|
88,424,920
|
Below 3%
|
|
8B1.
Financial Instruments according to (DTR5.3.1R.(1)
(a))
TYPE
OF FINANCIAL INSTRUMENT
|
EXPIRATION DATE
|
EXERCISE/CONVERSION PERIOD
|
NUMBER OF VOTING RIGHTS THAT MAY BE ACQUIRED IF THE INSTRUMENT
IS EXERCISED/CONVERTED
|
% OF
VOTING RIGHTS
|
|
|
|
|
|
Sub Total 8.B1
|
|
|
|
8B2.
Financial Instruments with similar economic effect according to
(DTR5.3.1R.(1) (b))
TYPE
OF FINANCIAL INSTRUMENT
|
EXPIRATION DATE
|
EXERCISE/CONVERSION PERIOD
|
PHYSICAL OR CASH SETTLEMENT
|
NUMBER OF VOTING RIGHTS
|
% OF
VOTING RIGHTS
|
|
|
|
|
|
|
Sub Total 8.B2
|
|
|
|
9.
Information in relation to the person subject to the notification
obligation
2. 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 entities (please add additional
rows as necessary)
Ultimate Controlling Person
|
Name
of controlled undertaking
|
% 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
|
Marc Andreessen and Benjamin Horowitz
as managing members of AH Equity Partners IV, L.L.C
|
Andreessen Horowitz Fund IV,
L.P.
|
|
|
|
Marc Andreessen and Benjamin Horowitz
as managing members of AH Equity Partners IV (Parallel),
L.L.C
|
AH Parallel Fund IV, L.P.
|
|
|
|
Marc Andreessen and Benjamin Horowitz
as managing members of AH Equity Partners LSV I, L.L.C.
|
Andreessen Horowitz LSV Fund I,
L.P.
|
|
|
|
10.
In case of proxy voting
Is
there proxy voting?
No
Name of the proxy holder
The
number and % of voting rights held
The
date until which the voting rights will be held
11.
Additional Information
Andreessen Horowitz Fund IV, L.P.
holds shares in Wise plc ("Wise") for itself and as nominee for
Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B,
L.P. and Andreessen Horowitz Fund IV-Q, L.P. (collectively, the "AH
Fund IV Entities"). AH Equity Partners IV,
L.L.C is the general partner of the AH Fund IV Entities and has
sole voting and dispositive power with regard to the shares held by
the AH Fund IV Entities. Marc Andreessen and Benjamin Horowitz are
the managing members of AH Equity Partners IV, L.L.C and share
voting and dispositive power with respect to the shares held by the
AH Fund IV Entities.
AH Parallel Fund IV, L.P. holds
shares in Wise for itself and as nominee for AH Parallel Fund IV-A,
L.P., AH Parallel Fund IV-B, L.P. and AH Parallel Fund IV-Q, L.P.
(collectively, the "AH Parallel Fund IV Entities").
AH Equity Partners IV (Parallel), L.L.C is
the general partner of the AH Parallel Fund IV Entities and has
sole voting and dispositive power with regard to the shares held by
the AH Parallel Fund IV Entities. Marc Andreessen and Benjamin Horowitz are the managing members
of AH Equity Partners IV (Parallel),
L.L.C and share voting and
dispositive power with respect to the shares held by the AH
Parallel Fund IV Entities.
Andreessen Horowitz LSV Fund I, L.P.
holds shares in Wise for itself and as nominee for Andreessen
Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q,
L.P. (collectively, the "AH LSV Fund I Entities").
AH Equity Partners LSV I, L.L.C. is the general
partner of the AH LSV Fund I Entities and has sole voting and
dispositive power with regard to the shares held by the AH LSV Fund
I Entities. Marc Andreessen and
Benjamin Horowitz are the managing members of AH Equity Partners LSV I, L.L.C. and
share voting and dispositive power with respect to the shares held
by the AH LSV Fund I Entities.
As such, further to the information
provided in Section 3, and as set out in Section 9, the ultimate
controlling persons are Marc Andreessen and Benjamin Horowitz as
managing members of AH Equity Partners IV, L.L.C, AH Equity
Partners IV (Parallel), L.L.C and AH Equity Partners LSV I,
L.L.C.
12.
Date of Completion
14 March 2024
13.
Place Of Completion
Menlo Park, California, United
States