Please note that from 22
March 2021, the Standard TR-1 Form should be completed and
submitted to the FCA via our Electronic Submission System (ESS) in
relation to notifications of voting rights held in issuers whose
shares are admitted to trading on UK regulated
markets.Holders of voting rights
in issuers whose shares are admitted to trading on UK prescribed
markets such as AIM market, can continue to use this form to send
their notifications to those issuers. Alternatively, if they wish
they can register on ESS to be able to notify to us, produce a TR-1
Form via ESS and submit the downloaded version to issuers with
shares admitted to trading on prescribed
markets.More information on how to
submit a TR-1 Form via ESS is available
here |
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 |
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: Transfer of business – see ‘Additional
information’ |
X |
3. Details of person
subject to the notification obligation
iv |
Name |
Phoenix Life Assurance
Limited |
City and country of
registered office (if applicable) |
Birmingham,
England |
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: |
27/10/2023 |
6. Date on which issuer notified
(DD/MM/YYYY): |
31/10/2023 |
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 (8.A + 8.B) vii |
Resulting situation on the
date on which threshold was crossed or
reached |
0.00% |
|
0.00% |
0 |
Position of previous
notification (if applicable) |
9.66% |
|
9.66% |
|
|
|
|
|
|
|
|
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
sharesISIN code (if
possible) |
Number of voting
rights ix |
% of voting
rights |
Direct(DTR5.1) |
Indirect (DTR5.2.1) |
Direct(DTR5.1) |
Indirect(DTR5.2.1) |
GB00B19Z2J52 |
0 |
0 |
0.00% |
0.00% |
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8.
A |
0 |
0.00% |
|
B 1: Financial Instruments
according to DTR5.3.1R (1) (a) |
Type of financial
instrument |
Expiration
date x |
Exercise/
Conversion Period xi |
Number of voting rights
that may be acquired if the instrument is
exercised/converted. |
% of voting
rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8. B
1 |
|
|
|
B 2: Financial Instruments
with similar economic effect according to DTR5.3.1R (1)
(b) |
Type of financial
instrument |
Expiration
date x |
Exercise/
Conversion Period xi |
Physical or
cash Settlement
xii |
Number of voting
rights |
% of voting
rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 (please add additional rows as
necessary) xiv |
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 Assurance
Limited |
0.00% |
|
0.00% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
Transfer of all business
from Phoenix Life Assurance Limited, Standard Life Assurance
Limited and Standard Life Pension Funds Limited to Phoenix Life
Limited (each being a direct or indirect wholly-owned subsidiary of
Phoenix Group Holdings plc (PGH plc)) under Part VII of the
Financial Services and Markets Act 2000. 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 the issuer. |
|
|
|
|
|
Place of
completion |
London |
Date of
completion |
31/10/2023 |
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.