| Mon 15 Mar 2021, 12:00 | | RDI REIT P.L.C. - TR-1: Notification of major holdings |
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TR-1: Notification of major holdings
RDI REIT P.L.C.
(Incorporated in the Isle of Man)
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
LEI: 2138006NHZUMMRYQ1745
ISIN: IM00BH3JLY32
(“RDI” or the “Company”)
TR-1: Notification of major holdings
1a. Identity of the issuer or the underlying issuer
of existing shares to which voting rights are
attached(ii): RDI REIT 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
An event changing the breakdown of voting rights
Other (please specify)(iii):
3. Details of person subject to the notification obligation(iv)
Name JPMorgan Chase & Co.
City and country of registered office (if applicable) Wilmington, Delaware, USA
4. Full name of shareholder(s) (if different from 3.)(v)
Name J.P. Morgan Securities plc
J.P. Morgan Equities South Africa Proprietary Ltd
JPMorgan Chase Bank, National Association
City and country of registered office (if applicable) London, United Kingdom
5. Date on which the threshold was crossed or
reached(vi): 10 March 2021
6. Date on which issuer notified (DD/MM/YYYY): 12 March 2021
7. Total positions of person(s) subject to the notification obligation
% of voting rights
% of voting rights through financial Total number of
attached to shares instruments Total of both in % voting rights held
(total of 8. A) (total of 8.B 1 + 8.B 2) (8.A + 8.B) in issuer(vii)
Resulting situation
on the date on which
threshold was
crossed or reached 4.51% 2.52% 7.03% 380,590,061
Position of previous
notification (if
applicable) 5.19% 1.17% 6.36%
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 Direct Indirect Direct Indirect
ISIN code (if possible) (DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
IM00BH3JLY32 - 17,150,954 - 4.51%
SUBTOTAL 8. A 17,150,954 4.51%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Number of voting rights
that may be acquired if
Type of financial Expiration Exercise/ the instrument is
instrument date(x) Conversion Period(xi) exercised/converted. % of voting rights
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Exercise/ Physical or
Type of financial Expiration Conversion cash Number of
instrument date(x) Period(xi) Settlement(xii) voting rights % of voting rights
Cash-settled
Equity Swap 30/07/2021 30/07/2021 Cash 295 0.00%
Cash-settled
Equity Swap 07/12/2021 07/12/2021 Cash 2,936,312 0.77%
Cash-settled
Equity Swap 04/03/2022 04/03/2022 Cash 6,500,000 1.71%
Cash-settled
Equity Swap 04/04/2022 04/04/2022 Cash 171,054 0.04%
SUBTOTAL
8.B.2 9,607,661 2.52%
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
% of voting rights
% of voting rights if it through financial Total of both if it
equals or is higher instruments if it equals equals or is higher
than the notifiable or is higher than the than the notifiable
Name(xv) threshold notifiable threshold threshold
JPMorgan Chase & Co.
JPMorgan Chase Bank,
National Association
J.P. Morgan
International Finance
Limited
J.P. Morgan Capital
Holdings Limited
J.P. Morgan Securities
plc 4.48% 7.01%
JPMorgan Chase & Co.
JPMorgan Chase Bank,
National Association
JPMorgan Chase & Co.
JPMorgan Chase Bank,
National Association
J.P. Morgan
International Finance
Limited
J.P. Morgan Capital
Holdings Limited
J.P. Morgan EU
Holdings Limited
J.P. Morgan Equities
South Africa Proprietary
Limited
10. In case of proxy voting, please identify:
Name of the proxy holder N/A
The number and % of voting rights held N/A
The date until which the voting rights will be held N/A
11. Additional information(xvi)
Chain of controlled undertakings:
JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association (100%)
J.P. Morgan International Finance Limited (100%)
J.P. Morgan Capital Holdings Limited (100%)
J.P. Morgan Securities plc (100%)
JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association (100%)
JPMorgan Chase & Co.
JPMorgan Chase Bank, National Association (100%)
J.P. Morgan International Finance Limited (100%)
J.P. Morgan Capital Holdings Limited (100%)
J.P. Morgan EU Holdings Limited (100%)
J.P. Morgan Equities South Africa Proprietary Limited (100%)
Place of completion London, United Kingdom
Date of completion 12 March 2021
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. man-
agement 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 notifi-
cation as only thus 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 leaving a row free be tween
different chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F etc.).
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.
15 March 2021
JSE sponsor
Java Capital
Date: 15-03-2021 12:00:00
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