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Notification of major holdings
Ninety One Limited Ninety One plc
Incorporated in the Republic of South Africa Incorporated in England and Wales
Registration number 2019/526481/06 Registration number 12245293
Date of registration: 18 October 2019 Date of registration: 4 October 2019
JSE share code: NY1 LSE share code: N91
ISIN: ZAE000282356 JSE share code: N91
ISIN: GB00BJHPLV88
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
1a. Identity of the issuer or the underlying issuer
of existing shares to which voting rights are Ninety One plc
attachedii:
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: Acquisition of shares following listing on the London Stock Exchange X
3. Details of person subject to the notification obligationiv
Name Investec plc
City and country of registered office (if applicable) London, United Kingdom
4. Full name of shareholder(s) (if different from 3.)v
Name Investec plc
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or
16 March 2020
reachedvi:
6. Date on which issuer notified (DD/MM/YYYY): 16 March 2020
7. Total positions of person(s) subject to the notification obligation
% of voting rights
% of voting rights Total number of
through financial in- Total of both in %
attached to shares voting rights of
struments (8.A + 8.B)
(total of 8. A) issuervii
(total of 8.B 1 + 8.B 2)
Resulting situation
on the date on which
threshold was
24.1% 24.1% 150,059,010
crossed or reached
Position of previous
notification (if
applicable)
1
8. Notified details of the resulting situation on the date on which the threshold was crossed or
reachedviii
A: Voting rights attached to shares
Class/type of Number of voting rightsix % of voting rights
shares
ISIN code (if possible) Direct Indirect Direct Indirect
(Art 9 of Directive (Art 10 of Directive (Art 9 of Directive (Art 10 of Directive
2004/109/EC) (DTR5.1) 2004/109/EC) 2004/109/EC) (DTR5.1) 2004/109/EC)
(DTR5.2.1) (DTR5.2.1)
GB00BJHPLV88 150,059,010 24.1%
SUBTOTAL 8. A 150,059,010 24.1%
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Number of voting rights
Type of financial Expiration Exercise/ that may be acquired if
% of voting rights
instrument datex Conversion Periodxi the instrument is
exercised/converted.
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive
2004/109/EC (DTR5.3.1.1 (b))
Exercise/ Physical or
Type of financial Expiration Number of
Conversion cash % of voting rights
instrument datex voting rights
Period xi settlementxii
SUBTOTAL
8.B.2
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
xiii
control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer X
2
Full chain of controlled undertakings through which the voting rights and/or the
xiv
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity
(please add additional rows as necessary)
% of voting rights
% of voting rights if it Total of both if it
through financial in-
equals or is higher equals or is higher
Namexv struments if it equals
than the notifiable than the notifiable
or is higher than the
threshold threshold
notifiable threshold
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
11. Additional informationxvi
Place of completion London, United Kingdom
Date of completion 16 March 2020
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Notes
i
Please note that national forms may vary due to specific national legislation (Article 3(1a) of Directive 2004/109/EC)
as for instance the applicable thresholds or information regarding capital holdings.
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)/ Article 10 (b) to (h) of Directive 2004/109/EC;
(c) all parties to the agreement referred to in Article 10 (a) of Directive 2004/109/EC (DTR5.2.1 (a)) or (d) the holder of
financial instruments referred to in Article 13(1) of Directive 2004/109/EC (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 points (b) to (h) of Article 10 of Directive 2004/109/EC (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 letter (b) of Article 10 of that Directive (DTR5.2.1 (b)), the natural person or le-
gal 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 letter (c) of Article 10 of that Directive (DTR5.2.1 (c)), the natural person or le-
gal 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 letter (d) of Article 10 of that Directive (DTR5.2.1 (d)), the natural person or le-
gal 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 letter (e) of Article 10 of that Directive (DTR5.2.1 (e)), the controlling natural
person or legal entity and, provided it has a notification duty at an individual level under Article 9 (DTR 5.1), un-
der letters (a) to (d) of Article 10 of that Directive (DTR5.2.1 (a) to (d)) or under a combination of any of those sit-
uations, the controlled undertaking;
- in the circumstances foreseen in letter (f) of Article 10 of that Directive (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 letter (g) of Article 10 of that Directive (DTR5.2.1 (g)), the natural person or le-
gal entity that controls the voting rights;
- in the circumstances foreseen in letter (h) of Article 10 of that Directive (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 Article 10 (b) to (h) of Directive 2004/109/EC (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 in Article 10
of that Directive (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 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.
4
viii
If the holding has fallen below the lowest applicable threshold in accordance with national law, please note that it
might not be necessary in accordance with national law 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 hold-
ing", please split the voting rights number and percentage into the direct and indirect columns – if there is no com-
bined 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 (Article 13(1a) of Directive 2004/109/EC) (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.
Date of release: 18 March 2020
JSE Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
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Date: 18-03-2020 01:50:00
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