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 | ||||||
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| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii: | Victoria PLC | |||||
| 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
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| 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: | 03/12/2024 | |||||
| 6. Date on which issuer notified (DD/MM/YYYY): | 04/12/2024 | |||||
| 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 | ||
| Resulting situation on the date on which threshold was crossed or reached | 7.851765% | 8.931836% | 16.783601% | 19,135,483 | ||
| Position of previous notification (if applicable) | 9.058909% | 8.493290% | 17.552199% | | ||
| 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 ISIN 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) | ||||||
| Ordinary Shares GB00BZCOLC10 | 8,952,031 | | 7.851765% | | |||||
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| SUBTOTAL 8. A | 8,952,031 | 7.851765% | |||||||
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| 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 exercised/converted. | % of voting rights | |||||
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| | | SUBTOTAL 8. B 1 | | | |||||
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| B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) | |||||||||
| Type of financial instrument | Expiration | Exercise/ | Physical or cash Settlement xii | Number of voting rights | % of voting rights | ||||
| Total Return Swap Basket | 16/10/2026 | | Cash | 10,183,452 | 8.931836% | ||||
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| SUBTOTAL 8.B.2 | 10,183,452 | 8.931836% | ||||
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| 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 | 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 | |
| Ben Stein and Zach Sternberg as joint controllers of Spruce House Investment Management LLC | 7.851765% | 8.931836% | 16.783601% | |
| Spruce House Investment Management LLC | 7.851765% | 8.931836% | 16.783601% | |
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| 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 | | |||
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| 11. Additional information xvi | ||||
| Based on 114,012,973 ordinary shares outstanding as at 17 October 2024.
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 | 04/12/2024 | |
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