TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB00BZC0LC10
Issuer Name
VICTORIA P.L.C.
UK or Non-UK Issuer
Non-UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
Vulcan Value Partners, LLC
City of registered office (if applicable)
Birmingham
Country of registered office (if applicable)
United States
4. Details of the shareholder
Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above
City of registered office (if applicable)
Country of registered office (if applicable)
5. Date on which the threshold was crossed or reached
05-Dec-2022
6. Date on which Issuer notified
06-Dec-2022
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 | |
| Resulting situation on the date on which threshold was crossed or reached | 8.880000 | 0.000000 | 8.880000 | 10208477 |
| Position of previous notification (if applicable) | 10.000000 | 0.000000 | 10.000000 | |
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
| Class/Type of shares ISIN code(if possible) | Number of direct voting rights (DTR5.1) | Number of indirect voting rights (DTR5.2.1) | % of direct voting rights (DTR5.1) | % of indirect voting rights (DTR5.2.1) |
| GB00BZC0LC10 | | 10208477 | | 8.880000 |
| Sub Total 8.A | 10208477 | 8.880000% | ||
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
| Type of financial instrument | Expiration date | Exercise/conversion period | Number of voting rights that may be acquired if the instrument is exercised/converted | % of voting rights |
|
| | | | |
| Sub Total 8.B1 | | | | |
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
| Type of financial instrument | Expiration date | Exercise/conversion period | Physical or cash settlement | Number of voting rights | % of voting rights |
|
| | | | | |
| Sub Total 8.B2 | | | | ||
9. Information in relation to the person subject to the notification obligation
2. 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 entities (please add additional rows as necessary)
| Ultimate controlling person | Name of controlled undertaking | % 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 |
| C.T. Fitzpatrick | Vulcan Value Partners, LLC | 8.880000 | | 8.880000% |
10. In case of proxy voting
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
Vulcan Value Partners, LLC is the investment advisor to (1) Vulcan Value Partners Small Cap Fund, a US mutual fund, and (2) a number of separately-managed client accounts.
The custodian for the US mutual fund is BNY Mellon.
Various custodians, numbering 23 in total, serve as custodian for the separately-managed accounts. Those custodians are as follows:
Bank of America Merrill Lynch
Bank of New York Mellon
CITI Private Bank
Comerica Bank
Fidelity
Fifth Third Bank
First Western
JP Morgan
Key Bank
M&T Bank
Marshall & Ilsley
Merrill Lynch
Morgan Stanley
Norther Trust
Pershing
PNC Bank
Regions Trust
Schwab
State Street
IBT
UMB Bank
US Bank
Wells Fargo
12. Date of Completion
06-Dec-2022
13. Place Of Completion
Birmingham, Alabama, United States
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