REG-UK Comm Prop REIT Ltd: Holding(s) in Company

UK Commercial Property REITAnnouncement

06/12/2018 07:05

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):                                                                                                                                                                                                        X (change in % level of voting rights in different categories of voting rights, in accordance with DTR 5.7.2.)    
 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):                                                                                                               29 November 2018                                                                                                                                                             
 6. Date on which issuer notified (DD/MM/YYYY):                                                                                                                            3 December 2018                                                                                                                                                              
 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 of issuer (vii)             
 Resulting situation on the date on which threshold was crossed or reached  34.98% (indirect)                                      34.98%                                                                         34.98% (see section 11)                                                     454,544,759                                               
 Position of previous notification (if applicable)                          34.98% (direct)                                                                                                                       34.98% (see section 11)                                                                                                               
                                                                                                                                                                                                                                                                                                                                                        

   

                           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 (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)             
                                                                                                                                                                   454,544,759                                                                                                                                                                           34.98%                                                         
                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                        
                           SUBTOTAL 8. A                                                                                                                                              454,544,759                                                                                                                                             34.98%                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                        
                           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                                             
                                                                                                              date (x)                   Conversion Period (xi)                                                                                                                                                                                                                                                         
                           Right of recall over securities lending agreements                                 None                       At any time                                                                                             454,544,759                                                                                             34.98%                                                         
                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                         SUBTOTAL 8. B 1                                                                                         454,544,759                                                                                             34.98%                                                         
                                                                                                                                                                                                                                                                                                                                                                                                                        
                           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  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 financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (xiv)(please add additional rows as necessary)                                                                                                                                              X                        
                                     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                                                              34.98% (indirect)                                                                                         34.98%                                                                                                                            34.98% (see section 11)                                                                  
 A. Phoenix SPV1 Limited                                                           8.75%                                                                                                                                                                                                                                       8.75%                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                        
 B. Phoenix SPV2 Limited                                                           8.75%                                                                                                                                                                                                                                       8.75%                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                        
 C. Phoenix SPV3 Limited                                                           8.75%                                                                                                                                                                                                                                       8.75%                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                        
 D. Phoenix SPV4 Limited                                                           8.74%                                                                                                                                                                                                                                       8.74%                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                        
 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)                                                                                                                                                                                                                                                                                                                                                                                       
 Phoenix Life Limited’s percentage of voting rights held in UKCPR will remain at 34.98%. This is because Phoenix Life Limited has transferred its UKCPR shares to four subsidiaries via stock lending arrangements, meaning that it will have both indirect voting rights and a right to recall the shares at any time (thus regaining its direct voting rights).                                                       
                                                                                                                                                                                                                                                                                                                                                                                                                        

   

 Place of completion  London            
 Date of completion   29 November 2018  



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