Pendragon PLC Holding(s) in Company

 
TIDMPDG 
 
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 Pendragon Plc 
of existing shares to which voting rights are       GB00B1JQBT10 
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: 
 
3. Details of person subject to the notification obligationiv 
 
Name                                                UBS Investment Bank 
                                                    UBS Group AG 
 
City and country of registered office (if           Zürich 
applicable)                                         Switzerland 
 
4. Full name of shareholder(s) (if different from 3.)v 
 
Name                                                UBS AG London Branch 
 
City and country of registered office (if           London, United Kingdom 
applicable) 
 
5. Date on which the threshold was crossed or       12 July 2017 
reachedvi: 
 
6. Date on which issuer notified (DD/MM/YYYY):      14 July 2017 
 
7. Total positions of person(s) subject to the notification obligation 
 
                    % of voting rights    % of voting rights    Total of both in %  Total number of 
                    attached to shares     through financial        (8.A + 8.B)     voting rights of 
                     (total of 8. A)          instruments                           issuervii 
                                         (total of 8.B 1 + 8.B 
                                                  2) 
 
Resulting                 5.06%                                        5.06%          1'426'603'110 
situation on the 
date on which 
threshold was 
crossed or reached 
 
Position of          Below notifiable      Below notifiable      Below notifiable 
previous                threshold              threshold             threshold 
notification (if 
applicable) 
 
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             Direct             Indirect               Direct              Indirect 
possible)                (Art 9 of     (Art 10 of Directive   (Art 9 of Directive      (Art 10 of 
                      Directive 2004/      2004/109/EC)      2004/109/EC) (DTR5.1) Directive 2004/109 
                     109/EC) (DTR5.1)       (DTR5.2.1)                              /EC) (DTR5.2.1) 
 
    GB00B1JQBT10                            72'139'095                                   5.06% 
 
SUBTOTAL 8. A                      72'139'095                                 5.06% 
 
 
 
 
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC 
(DTR5.3.1.1 (a)) 
 
Type of financial    Expiration Exercise/                 Number of voting rights  % of voting rights 
instrument           datex      Conversion Periodxi       that may be acquired if 
                                                          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)) 
 
Type of         Expiration      Exercise/        Physical or cash    Number of     % of voting rights 
financial       datex           Conversion       settlementxii       voting rights 
instrument                      Period xi 
 
                                                 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 control any other undertaking(s) holding 
directly or indirectly an interest in the (underlying) issuerxiii 
 
Full chain of controlled undertakings through which the voting rights and/or                  X 
the 
financial instruments are effectively held starting with the ultimate 
controlling natural person or legal entityxiv (please add additional rows as 
necessary) 
 
         Namexv            % of voting rights if    % of voting rights      Total of both if it 
                          it equals or is higher     through financial      equals or is higher 
                            than the notifiable      instruments if it      than the notifiable 
                                 threshold          equals or is higher          threshold 
                                                    than the notifiable 
                                                         threshold 
 
UBS Group AG 
 
UBS AG 
 
UBS AG London Branch               5.06%                                           5.06% 
 
 
 
 
 
 
 
 
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  Nottingham 
 
Date of completion   18.07.17 
 
 
 
 
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 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 letter (c) of Article 10 of that Directive 
(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 letter (d) of Article 10 of that Directive 
(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 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), under 
letters (a) to (d) of Article 10 of that Directive (DTR5.2.1 (a) to (d)) or 
under a combination of any of those situations, 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 legal 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. 
 
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 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 (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. 
 
 
 
END 
 

(END) Dow Jones Newswires

July 18, 2017 05:33 ET (09:33 GMT)