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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 RDI REIT plc
existing shares to which voting rights are
Attached(ii):
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 Securities LLC
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): 03 March 2021
6. Date on which issuer notified (DD/MM/YYYY): 05 March 2021
7. Total positions of person(s) subject to the notification obligation
% of voting rights
through financial
% of voting rights instruments Total number of
attached to shares (total of 8.B 1 + 8.B Total of both in % voting rights held
(total of 8. A) 2) (8.A + 8.B) in issuer(vii)
Resulting situation
on the date on
which threshold was
crossed or reached 4.98% 0.43% 5.42% 380,590,061
Position of previous
notification (if
applicable) N/A N/A N/A
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 Direct Indirect Direct Indirect
possible) (DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
IM00BH3JLY32 18,957,994 4.98%
SUBTOTAL 8. A 18,957,994 4.98%
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)
Type of Exercise/ Physical or
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 5,192 0.00%
Cash-settled
Equity Swap 07/12/2021 07/12/2021 Cash 1,374 0.00%
Cash-settled
Equity Swap 02/03/2022 02/03/2022 Cash 1,477,064 0.39%
Cash-settled
Equity Swap 04/04/2022 04/04/2022 Cash 171,054 0.04%
SUBTOTAL
8.B.2 1,654,684 0.43%
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
through financial
% of voting rights if it instruments if it equals Total of both if it equals
equals or is higher than or is higher than the or is higher than the
Name(xv) the notifiable threshold notifiable threshold notifiable 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 4.97% 5.41%
JPMorgan Chase & Co.
JPMorgan Chase Bank,
National Association
JPMorgan Chase & Co.
JPMorgan Chase
Holdings LLC
J.P. Morgan Broker-
Dealer Holdings Inc.
J.P. Morgan Securities
LLC
JPMorgan Chase & Co.
JPMorgan Chase Bank,
National Association
J.P. Morgan International
Finance Limited
J.P. Morgan EU 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)
Place of completion London, United Kingdom
Date of completion 05 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. management 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 notification 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 between 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.
8 March 2021
JSE sponsor
Java Capital
Date: 08-03-2021 12:35:00
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