REG - Victoria PLC - Holding(s) in Company

VictoriaAnnouncement

19/12/2024 07:00

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RNS Number : 6660Q  Victoria PLC  19 December 2024

 

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                                                                                    Victoria PLC
 which voting rights are attached (ii):
 1b. Please indicate if the issuer is a non-UK issuer  (please mark with an
 "X" if appropriate)
 Non-UK issuer
 2. Reason for the notification (please mark the appropriate box or boxes with
 an "X")
 An acquisition or disposal of voting rights                                                                                                                                                                                                               X
 An acquisition or disposal of financial instruments                                                                                                                                                                                                       X
 An event changing the breakdown of voting rights
 Other (please specify) (iii):
 3. Details of person subject to the notification obligation (iv)
 Name                                                                                                                                                         Spruce House Investment Management LLC

 City and country of registered office (if applicable)                                                                                                        Wilmington, United States of America
 4. Full name of shareholder(s) (if different from 3.) (v)
 Name                                                                                                                                                         The Spruce House Partnership LLC
 City and country of registered office (if applicable)                                                                                                        Wilmington, United States of America
 5. Date on which the threshold was crossed or reached (vi):                                                                                                  16/12/2024
 6. Date on which issuer notified (DD/MM/YYYY):                                                                                                               18/12/2024
 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  0.000000%                                              3.841808%                                             3.841808%                       4,390,957
 Position of previous notification (if                                      0.843791%                                              8.931836%                                             9.775627%

 applicable)

 

 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                    Indirect                                        Direct                                           Indirect

                                                (DTR5.1)                   (DTR5.2.1)                                     (DTR5.1)                                         (DTR5.2.1)
 Ordinary Shares

 GB00BZCOLC10

 SUBTOTAL 8. A

 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        % of voting rights

date (x)
Conversion Period (xi)

                                                                                                  exercised/converted.

                                                            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                                          Number of voting rights  % of voting rights

date (x)
Conversion Period (xi)

                                                                                        Settlement (xii)
 Total Return Swap Basket      16/10/2026                                               Cash                                                      4,390,957                3.841808%

                                                                                        SUBTOTAL 8.B.2                                            4,390,957                3.841808%

 

 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                                                                                                                                                                                               x
 the

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  Total of both if it equals or is higher than the notifiable threshold
                                                                                                                                                           than the notifiable threshold
 Ben Stein and Zach Sternberg as joint controllers of Spruce House Investment  0.000000%                                                                   3.841808%                                                                   3.841808%
 Management LLC
 Spruce House Investment Management LLC                                        0.000000%                                                                   3.841808%                                                                   3.841808%

 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)
 Based on 114,294,012 ordinary shares outstanding as at 17 December 2024.

The Spruce House Partnership LLC (SH) is an aggregating entity to its sole
 member funds: The Spruce House Partnership (AI) LP and The Spruce House
 Partnership (QP) LP - the general partner of both funds is Spruce House
 Capital LLC (itself controlled equally by Ben Stein and Zach Sternberg).

 The voting rights (or deemed voting rights) attached to the positions held by
 SH are exercised by Spruce House Investment Management LLC, which is
 controlled equally by Ben Stein and Zach Sternberg.

 As at the date on which the threshold was crossed, a portion of SH's position
 is held through a Total Return Swap, which is a cash-settled derivative and
 gives no access to voting rights in the company. SH is however 'deemed' to
 hold voting rights pursuant to DTR 5.3. The Total Return Swap references a
 basket in which the ordinary shares of Victoria PLC represent >20% of the
 total value of the securities in that basket.

 

 Place of completion  New York, United States of America
 Date of completion   18/12/2024

 

 

 

 

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