Victoria PLC Holding(s) in Company
October 21 2024 - 1:00AM
RNS Regulatory News
RNS Number : 8489I
Victoria PLC
21 October 2024
TR-1: Standard form for notification
of major holdings
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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:
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Victoria
PLC
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1b.
Please indicate if the issuer is a non-UK issuer
(please mark with an "X" if
appropriate)
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Non-UK issuer
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2.
Reason for the notification (please
mark the appropriate box or boxes with an "X")
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An acquisition or disposal of voting
rights
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X
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An acquisition or disposal of
financial instruments
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X
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An event changing the breakdown of
voting rights
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Other (please specify)
iii:
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3.
Details of person subject to the notification
obligation iv
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Name
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Spruce House Investment Management
LLC
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City and country of registered office
(if applicable)
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Wilmington, United States of
America
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4.
Full name of shareholder(s) (if
different from 3.) v
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Name
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The Spruce House Partnership
LLC
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City and country of registered office
(if applicable)
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Wilmington, United States of
America
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5.
Date on which the threshold was crossed or reached
vi:
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17/10/2024
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6.
Date on which issuer notified
(DD/MM/YYYY):
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17/10/2024
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7.
Total positions of person(s) subject to the notification
obligation
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% of
voting rights attached to shares (total of 8. A)
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%
of voting rights through
financial instruments
(total of 8.B 1 + 8.B 2)
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Total of
both in % (8.A + 8.B)
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Total number of voting rights held in
issuer (8.A + 8.B) vii
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Resulting situation on the date on
which threshold was crossed or reached
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9.058909%
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8.493290%
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17.552199%
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20,011,784
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Position of previous notification
(if
applicable)
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17.965626%
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17.965626%
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8.
Notified details of the resulting situation on the date on which
the threshold was crossed or reached
viii
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A:
Voting rights attached to shares
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Class/type of
shares
ISIN code (if possible)
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Number of voting rights ix
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% of
voting rights
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Direct
(DTR5.1)
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Indirect
(DTR5.2.1)
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Direct
(DTR5.1)
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Indirect
(DTR5.2.1)
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Ordinary Shares
GB00BZCOLC10
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10,328,332
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9.058909%
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SUBTOTAL 8. A
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10,328,332
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9.058909%
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B 1:
Financial Instruments according to DTR5.3.1R (1)
(a)
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Type
of financial instrument
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Expiration
date x
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Exercise/
Conversion Period xi
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Number of voting rights that may be acquired if the instrument
is
exercised/converted.
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% 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)
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Type
of financial instrument
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Expiration
date x
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Exercise/
Conversion Period xi
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Physical or cash
Settlement xii
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Number of voting rights
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% of
voting rights
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Total Return Swap Basket
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16/10/2026
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Cash
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9,683,452
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8.493290%
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SUBTOTAL 8.B.2
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9,683,452
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8.493290%
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9.
Information in relation to the person subject to the notification
obligation (please mark
the
applicable box with an
"X")
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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
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|
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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
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x
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Name
xv
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% of voting rights if it
equals or is higher than the notifiable threshold
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% of voting rights through
financial instruments if it equals or is higher than the notifiable
threshold
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Total of both if it equals or
is higher than the notifiable threshold
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Ben Stein and Zach Sternberg as joint
controllers of Spruce House Investment Management LLC
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9.058909%
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8.493290%
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17.552199%
|
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Spruce House Investment Management
LLC
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9.058909%
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8.493290%
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17.552199%
|
|
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10. In case of proxy voting,
please identify:
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Name of the proxy holder
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The number and % of voting rights
held
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The date until which the voting
rights will be held
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11.
Additional information xvi
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Based on 114,012,973 ordinary shares
outstanding as at 17 October 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.
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Place of completion
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New York, United States of
America
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Date
of completion
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17/10/2024
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