REG-UK Commercial Property REIT Ltd: Holding(s) in Company
08/04/2024 11:00
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 attached ii : UK Commercial Property REIT Limited (“UKCPR”)
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
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii : Termination of intragroup stock lending arrangement between Phoenix SPV1 Limited, Phoenix SPV2 Limited, Phoenix SPV3 Limited, Phoenix SPV4 Limited and Phoenix Life Limited – see ‘Additional Information’. X
3. Details of person subject to the notification obligation iv
Name Phoenix Life Limited
City and country of registered office (if applicable) Birmingham, United Kingdom
4. Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached vi : 4 April 2024
6. Date on which issuer notified (DD/MM/YYYY): 5 April 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 both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B) vii
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 43.39% 43.39% 563,797,465
Position of previous notification (if applicable) 43.39% 43.39%
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii
A: Voting rights attached to shares
Class/type of Number of voting rights ix % of voting rights
shares ISIN code (if possible)
Direct (DTR5.1) Indirect (DTR5.2.1) Direct (DTR5.1) Indirect (DTR5.2.1)
GB00B19Z2J52 563,797,465 43.39%
SUBTOTAL 8. A 563,797,465 43.39%
B 1: Financial Instruments according to DTR5.3.1R (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
date x Conversion Period xi
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Settlement xii Number of voting rights % of voting rights
date x Conversion Period xi
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) issuer xiii
Full chain of controlled undertakings through which the voting rights and/or the X
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv
Name xv % 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
Phoenix Life Limited 43.39% (direct) 43.39%
Phoenix SPV1 Limited 0% 0%
Phoenix SPV2 Limited 0% 0%
Phoenix SPV3 Limited 0% 0%
Phoenix SPV4 Limited 0% 0%
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 information xvi
The voting rights of each of Phoenix SPV1 Limited, Phoenix SPV2 Limited, Phoenix SPV3 Limited and Phoenix SPV4 Limited (each a wholly-owned subsidiary of Phoenix Life Limited) were previously held via a stock lending arrangement under which Phoenix SPV1 Limited, Phoenix SPV2 Limited, Phoenix SPV3 Limited and Phoenix SPV4 Limited borrowed shares in UKCPR from Phoenix Life Limited. Phoenix Life Limited had the right to recall the shares at any time pursuant to the terms of the stock lending arrangement, which
it has now exercised. Phoenix Life Limited is an indirect wholly-owned subsidiary of Phoenix Group Holdings plc (PGH plc). Neither PGH plc nor any intermediate wholly-owned subsidiary of PGH plc has the ability (directly or indirectly) to control the exercise of voting rights in UKCPR.
Place of completion London
Date of completion 5 April 2024
Notes
i Please note this form should be read jointly with the applicable Disclosure
Guidance and Transparency Rules Chapter 5 (DTR5) available on the following
link: https://www.handbook.fca.org.uk/handbook/DTR/5/?view=chapter
ii Full name of the legal entity and further specification of the issuer or
underlying issuer, provided it is reliable and accurate (e.g. address, LEI,
domestic number identity). Indicate in the relevant section whether the issuer
is a non UK issuer.
iii Other reason for the notification could be voluntary notifications,
changes of attribution of the nature of the holding (e.g. expiring of
financial instruments) or acting in concert.
iv This should be the full name of (a) the shareholder; (b) the natural person
or legal entity acquiring, disposing of or exercising voting rights in the
cases provided for in DTR5.2.1 (b) to (h); (c) all parties to the agreement
referred to in DTR5.2.1 (a) or (d) the holder of financial instruments
referred to in DTR5.3.1.
As the disclosure of cases of acting in concert may vary due to the specific
circumstances (e.g. same or different total positions of the parties, entering
or exiting of acting in concert by a single party) the standard form does not
provide for a specific method how to notify cases of acting in concert.
In relation to the transactions referred to in DTR5.2.1 (b) to (h), the
following list is provided as indication of the persons who should be
mentioned:
- in the circumstances foreseen in DTR5.2.1 (b), the natural person or legal
entity that acquires the voting rights and is entitled to exercise them under
the agreement and the natural person or legal entity who is transferring
temporarily for consideration the voting rights;
- in the circumstances foreseen in DTR5.2.1 (c), the natural person or legal
entity holding the collateral, provided the person or entity controls the
voting rights and declares its intention of exercising them, and natural
person or legal entity lodging the collateral under these conditions;
- in the circumstances foreseen in DTR5.2.1 (d), the natural person or legal
entity who has a life interest in shares if that person or entity is entitled
to exercise the voting rights attached to the shares and the natural person or
legal entity who is disposing of the voting rights when the life interest is
created;
- in the circumstances foreseen in DTR5.2.1 (e), the controlling natural
person or legal entity and, provided it has a notification duty at an
individual level under DTR 5.1, under DTR5.2.1 (a) to (d) or under a
combination of any of those situations, the controlled undertaking;
- in the circumstances foreseen in DTR5.2.1 (f), the deposit taker of the
shares, if he can exercise the voting rights attached to the shares deposited
with him at his discretion, and the depositor of the shares allowing the
deposit taker to exercise the voting rights at his discretion;
- in the circumstances foreseen in DTR5.2.1 (g), the natural person or legal
entity that controls the voting rights;
- in the circumstances foreseen in DTR5.2.1 (h), the proxy holder, if he can
exercise the voting rights at his discretion, and the shareholder who has
given his proxy to the proxy holder allowing the latter to exercise the voting
rights at his discretion (e.g. management companies).
v Applicable in the cases provided for in DTR5.2.1 (b) to (h). This should be
the full name of the shareholder who is the counterparty to the natural person
or legal entity referred to DTR5.2 unless the percentage of voting rights held
by the shareholder is lower than the lowest notifiable threshold for the
disclosure of voting rights holdings in accordance with national practices
(e.g. identification of funds managed by management companies).
vi The date on which threshold is crossed or reached should be the date on
which the acquisition or disposal took place or the other reason triggered the
notification obligation. For passive crossings, the date when the corporate
event took effect.
vii The total number of voting rights held in the issuer shall be composed of
all the shares, including depository receipts representing shares, to which
voting rights are attached even if the exercise thereof is suspended.
viii If the holding has fallen below the lowest applicable threshold, please
note that it might not be necessary to disclose the extent of the holding,
only that the new holding is below that threshold.
ix In case of combined holdings of shares with voting rights attached "direct
holding" and voting rights "indirect holding", please split the voting rights
number and percentage into the direct and indirect columns – if there is no
combined holdings, please leave the relevant box blank.
x Date of maturity/expiration of the financial instrument i.e. the date when
right to acquire shares ends.
xi If the financial instrument has such a period – please specify this
period – for example once every 3 months starting from date .
xii In case of cash settled instruments the number and percentages of voting
rights is to be presented on a delta-adjusted basis (DTR 5.3.3.A).
xiii If the person subject to the notification obligation is either controlled
and/or does control another undertaking then the second option applies.
xiv The full chain of controlled undertakings starting with the ultimate
controlling natural person or legal entity has to be presented also in the
cases, in which only on subsidiary level a threshold is crossed or reached and
the subsidiary undertaking discloses the notification as only in this way will
the markets get always the full picture of the group holdings. In case of
multiple chains through which the voting rights and/or financial instruments
are effectively held the chains have to be presented chain by chain by
numbering each chain accordingly. Please see the below example:
Name of ultimate controlling person A (chain 1)
Name of controlled undertaking B
Name of controlled undertaking C
Name of ultimate controlling person A (chain 2)
Name of controlled undertaking B
Name of controlled undertaking D
Name of ultimate controlling person A (chain3)
Name of controlled undertaking E
Name of controlled undertaking F
xv The names of controlled undertakings through which the voting rights and/or
financial instruments are effectively held have to be presented irrespectively
whether the controlled undertakings cross or reach the lowest applicable
threshold themselves.
xvi Example: Correction of a previous notification.
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