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 X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) (iii):
3. Details of person subject to the notification obligation (iv)
Name Phoenix SPV3 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 8.75% 8.75% 113,640,138
Position of previous notification (if 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 (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)
113,640,138 8.75%
SUBTOTAL 8. A 113,640,138 8.75%
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)
SUBTOTAL 8. B 1
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)
Note that Phoenix SPV3 Limited’s direct voting rights are held via a stock lending arrangement under which Phoenix SPV3 Limited has borrowed shares in UKCPR from Phoenix Life Limited. The shares may be recalled by Phoenix Life Limited at any time.
Place of completion London
Date of completion 3 December 2018
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