UK Commercial Property REIT Ltd.
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FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser:
Norges Bank
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.
N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
UK Commercial Property REIT Limited
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
N/A
(e) Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
15/05/2024
Dealing disclosure
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
Yes
Tritax Big Box REIT plc
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
Class of relevant security:
25p ordinary
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
13,384,005
1.03%
(1) Relevant securities owned and/or controlled:
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
13,384,005
1.03%
All interests and all short positions should be disclosed.
-Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevant security
Purchase/sale
Number of securities
Price per unit
25p ordinary
Purchase
138,375
0.7185
GBP
25p ordinary
Purchase
137,413
0.7185
GBP
25p ordinary
Purchase
852,106
0.7252
GBP
(b) Cash-settled derivative transactions
Class of relevant security
Product description
e.g. CFD
Nature of dealing
e.g. opening/closing a long/short position, increasing/reducing a long/short position
Number of reference securities
Price per unit
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security
Product description e.g. call option
Writing, purchasing, selling, varying etc.
Number of securities to which option relates
Exercise price per unit
Type
e.g. American, European etc.
Expiry date
Option money paid/ received per unit
(ii) Exercise
Class of relevant security
Product description
e.g. call option
Exercising/ exercised against
Number of securities
Exercise price per unit
(d)
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser:
Norges Bank
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.
N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
UK Commercial Property REIT Limited
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
N/A
(e) Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
14/05/2024
Dealing disclosure
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
Yes
Tritax Big Box REIT plc
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
Class of relevant security:
25p ordinary
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
12,256,111
0.94%
(1) Relevant securities owned and/or controlled:
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
12,256,111
0.94%
All interests and all short positions should be disclosed.
-Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
Class of relevant security
Purchase/sale
Number of securities
Price per unit
25p ordinary
Purchase
1,350,000
GBP
0.7026
(b) Cash-settled derivative transactions
Class of relevant security
Product description
e.g. CFD
Nature of dealing
e.g. opening/closing a long/short position, increasing/reducing a long/short position
Number of reference securities
Price per unit
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security
Product description e.g. call option
Writing, purchasing, selling, varying etc.
Number of securities to which option relates
Exercise price per unit
Type
e.g. American, European etc.
Expiry date
Option money paid/ received per unit
(ii) Exercise
Class of relevant security
Product description
e.g. call option
Exercising/ exercised against
Number of securities
Exercise price per unit
(d) Other dealings (including subscribing for new securities)
Class of relevant security
Nature of dealing
e.g. subscription, conversion
Details
Price per unit (if applicable)
Please be advised that this announcement replaces the one made earlier today at 13:45. The earlier one was published with the incorrect headline of 'Fourth Interim Dividend for 2023'. This has been amended to 'Final Results for the Year Ended 31 December 2023'. All content below remains unchanged.
UK Commercial Property REIT Limited
(an authorised closed-ended investment company incorporated in
Guernsey with registration number 45387)
LEI Number: LEI number: 213800JN4FQ1A9G8EU25
(The “Company” or “UKCM”)
19 April 2024
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2023
UK Commercial Property REIT Limited (FTSE 250, LSE: UKCM) which owns a £1.25 billion diversified portfolio of high-quality income-producing UK commercial property and is managed and advised by abrdn, announces its final results for the year ended 31 December 2023.
Productive portfolio management and weighting to structurally supported sectors driving earnings growth
6.3% growth in annual EPRA EPS to 3.35p1 (FY 2022 3.15p). Total dividend paid in 2023 increased 4.6% to 3.40p and 99% covered (FY2022: 3.25p). Annual NAV total return of 3.0%. Audited NAV per share 78.7p (FY2022: 79.7p). Strong track record of high occupancy maintained at 96% at year-end.
Asset management generating earnings growth
Continued momentum in rental reversion opportunities and expected Autumn 2024 earnings boost from delivery of Hyatt, Leeds development. Strategic asset management focus contributing to strong earnings growth by adding net £4.9 million p.a. (excluding lease incentives adjustments) in rent across 2023 and maintaining low void rate at 4%; this demonstrates the appeal of UKCM’s portfolio to occupiers and the ability to capture reversionary rents.
Values stable with continued outperformance from diversified portfolio
Portfolio valuation remained broadly stable, with a marginal 0.89% drop over the year, net of capital expenditure, to £1.25 billion. The Company’s portfolio continues to compare favourably to the MSCI Balanced Portfolio Quarterly Property Index’s 6.4% fall and has outperformed the MSCI benchmark2 over 1, 3, 5 and 10 years.
Investing in future earnings growth
Capital expenditure of £30 million in the year as the Company continues to invest in driving future earnings growth, with the majority used to progress UKCM’s Hyatt hotel development in Leeds which is expected to generate a 7.25% yield on cost when it completes later this year.
Disciplined Capital Allocated
Strengthened balance sheet via strategic disposals focussed on lower yielding assets and reducing RCF draw. Alive to reinvestment opportunities. Balance sheet provides flexibility with total group LTV at 17.2%3 (FY2022: 20.0%) at a blended drawn cost of 3.56%.
1 Excludes Cineworld non cash adjustment announced in Q2 2023 results.
2 Benchmark: MSCI UK Balanced Portfolios benchmark to 31 December 2023
3 Calculated under AIC guidance, as gross borrowings less cash divided by portfolio value.
For further information please contact:
Will Fulton / Jamie Horton / Peter Taylor, abrdn
Via FTI consulting
Richard Sunderland / Emily Smart / Andrew Davis, FTI Consulting
Tel: 020 3727 1000
UKCM@fticonsulting.com
The Company's Annual Report and Accounts for the year ended 31 December 2023 will shortly be available to view on the Company's corporate website at https://www.ukcpreit.com/en-gb/literature/. The Documents have also been submitted to the National Storage Mechanism and are available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
PERFORMANCE SUMMARY
CAPITAL VALUES AND GEARING
31 December 2023
31 December 2022
% Change
Total assets less current liabilities (excl Bank loan) £’000
1,259,579
1,327,405
-5.1%
IFRS Net asset value (£’000)
1,023,247
1,035,719
-1.2%
Net asset value per share (p)
78.7
79.7
-1.3%
Ordinary Share Price (p)
62.0
58.4
6.2%
Discount to net asset value (%)
(21.2)
(26.7)
n/a
Gearing (%)*:
17.2
20.0
n/a
1 year
% return
3 year
% return
5 year
% return
TOTAL RETURN
NAV †
3.0
2.5
1.7
Share Price †
13.1
6.6
(4.7)
UKCM Direct Portfolio
3.9
9.3
12.0
MSCI Balanced Portfolios Quarterly Property Index
(1.9)
3.7
4.3
FTSE Real Estate Investment Trusts Index
11.6
(1.1)
8.3
FTSE All-Share Index
7.9
28.1
37.7
31 December 2023
31 December 2022
EARNINGS AND DIVIDENDS
Net profit / (loss) for the year £’000
31,708
(222,329)
Adjusted EPRA Earnings per share (p)
3.35
3.15
IFRS Earnings per share (p)
2.44
(17.11)
Dividends declared per ordinary share (p)
3.40
3.25
Dividend Yield (%)#
5.5
5.6
MSCI Benchmark Yield (%)
5.1
4.8
FTSE Real Estate Investment Trusts Index Yield (%)
4.5
4.6
FTSE All-Share Index Yield (%)
4.0
3.6
ONGOING CHARGES AND VACANCY RATE
As a % of average net assets including direct property costs
1.5
1.2
As a % of average net assets excluding direct property costs
0.9
0.8
Vacancy rate (%)
4.0
2.0
* Calculated, under AIC guidance, as gross borrowings less cash divided by portfolio value.
† Assumes re-investment of dividends excluding transaction costs.
# Based on dividend paid in 2023 of 3.40p and the share price at 31 December 2023.
Sources: abrdn, MSCI
CHAIR’S STATEMENT
Dear Shareholder,
I am pleased to present the UKCM Annual Report for the year to December 2023.
The Board can report that the UK market has recovered a little of the poise that was lost in the steep decline in commercial property values experienced in the second half of 2022. The MSCI UK Quarterly property index recorded a –1.0% total return for the year; a marked improvement from the –9.1% of 2022.
To set the scene for this muted performance, the Bank of England (BoE) aggressively raised interest rates through the first half of 2023 before settling at 5.25% in their August 2023 meeting, (and where they remain at the time of writing). The UK’s Consumer Price Index (CPI), measuring inflation, declined over the calendar year from a peak of 10.4% in February 2023 to 4.0% by December 2023.
In such a context, with interest rates rising as inflation was falling, the Government’s 10-year Gilt has been relatively volatile. Starting from a yield as low as 1.13% at the beginning of January 2022, it peaked at around 4.5% in September that year, and then declined to around 3.0% by February 2023. The later months of the year have seen gilt yields rise back and surpass that September 2022 peak, hitting 4.75% in August 2023. At the time of writing, the 10-year Gilt has fallen back to a yield of around 4.3%, but the generally increasing rate environment of 2023 has made it a difficult backdrop for values to move ahead strongly, especially as GDP growth has remained lacklustre.
UK Commercial Property REIT Limited
(an authorised closed-ended investment company incorporated in
Guernsey with registration number 45387)
LEI Number: LEI number: 213800JN4FQ1A9G8EU25
(The “Company” or “UKCM”)
19 April 2024
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2023
UK Commercial Property REIT Limited (FTSE 250, LSE: UKCM) which owns a £1.25 billion diversified portfolio of high-quality income-producing UK commercial property and is managed and advised by abrdn, announces its final results for the year ended 31 December 2023.
Productive portfolio management and weighting to structurally supported sectors driving earnings growth
6.3% growth in annual EPRA EPS to 3.35p1 (FY 2022 3.15p). Total dividend paid in 2023 increased 4.6% to 3.40p and 99% covered (FY2022: 3.25p). Annual NAV total return of 3.0%. Audited NAV per share 78.7p (FY2022: 79.7p). Strong track record of high occupancy maintained at 96% at year-end.
Asset management generating earnings growth
Continued momentum in rental reversion opportunities and expected Autumn 2024 earnings boost from delivery of Hyatt, Leeds development. Strategic asset management focus contributing to strong earnings growth by adding net £4.9 million p.a. (excluding lease incentives adjustments) in rent across 2023 and maintaining low void rate at 4%; this demonstrates the appeal of UKCM’s portfolio to occupiers and the ability to capture reversionary rents.
Values stable with continued outperformance from diversified portfolio
Portfolio valuation remained broadly stable, with a marginal 0.89% drop over the year, net of capital expenditure, to £1.25 billion. The Company’s portfolio continues to compare favourably to the MSCI Balanced Portfolio Quarterly Property Index’s 6.4% fall and has outperformed the MSCI benchmark2 over 1, 3, 5 and 10 years.
Investing in future earnings growth
Capital expenditure of £30 million in the year as the Company continues to invest in driving future earnings growth, with the majority used to progress UKCM’s Hyatt hotel development in Leeds which is expected to generate a 7.25% yield on cost when it completes later this year.
Disciplined Capital Allocated
Strengthened balance sheet via strategic disposals focussed on lower yielding assets and reducing RCF draw. Alive to reinvestment opportunities. Balance sheet provides flexibility with total group LTV at 17.2%3 (FY2022: 20.0%) at a blended drawn cost of 3.56%.
1 Excludes Cineworld non cash adjustment announced in Q2 2023 results.
2 Benchmark: MSCI UK Balanced Portfolios benchmark to 31 December 2023
3 Calculated under AIC guidance, as gross borrowings less cash divided by portfolio value.
For further information please contact:
Will Fulton / Jamie Horton / Peter Taylor, abrdn
Via FTI consulting
Richard Sunderland / Emily Smart / Andrew Davis, FTI Consulting
Tel: 020 3727 1000
UKCM@fticonsulting.com
The Company's Annual Report and Accounts for the year ended 31 December 2023 will shortly be available to view on the Company's corporate website at https://www.ukcpreit.com/en-gb/literature/. The Documents have also been submitted to the National Storage Mechanism and are available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
PERFORMANCE SUMMARY
CAPITAL VALUES AND GEARING
31 December 2023
31 December 2022
% Change
Total assets less current liabilities (excl Bank loan) £’000
1,259,579
1,327,405
-5.1%
IFRS Net asset value (£’000)
1,023,247
1,035,719
-1.2%
Net asset value per share (p)
78.7
79.7
-1.3%
Ordinary Share Price (p)
62.0
58.4
6.2%
Discount to net asset value (%)
(21.2)
(26.7)
n/a
Gearing (%)*:
17.2
20.0
n/a
1 year
% return
3 year
% return
5 year
% return
TOTAL RETURN
NAV †
3.0
2.5
1.7
Share Price †
13.1
6.6
(4.7)
UKCM Direct Portfolio
3.9
9.3
12.0
MSCI Balanced Portfolios Quarterly Property Index
(1.9)
3.7
4.3
FTSE Real Estate Investment Trusts Index
11.6
(1.1)
8.3
FTSE All-Share Index
7.9
28.1
37.7
31 December 2023
31 December 2022
EARNINGS AND DIVIDENDS
Net profit / (loss) for the year £’000
31,708
(222,329)
Adjusted EPRA Earnings per share (p)
3.35
3.15
IFRS Earnings per share (p)
2.44
(17.11)
Dividends declared per ordinary share (p)
3.40
3.25
Dividend Yield (%)#
5.5
5.6
MSCI Benchmark Yield (%)
5.1
4.8
FTSE Real Estate Investment Trusts Index Yield (%)
4.5
4.6
FTSE All-Share Index Yield (%)
4.0
3.6
ONGOING CHARGES AND VACANCY RATE
As a % of average net assets including direct property costs
1.5
1.2
As a % of average net assets excluding direct property costs
0.9
0.8
Vacancy rate (%)
4.0
2.0
* Calculated, under AIC guidance, as gross borrowings less cash divided by portfolio value.
† Assumes re-investment of dividends excluding transaction costs.
# Based on dividend paid in 2023 of 3.40p and the share price at 31 December 2023.
Sources: abrdn, MSCI
CHAIR’S STATEMENT
Dear Shareholder,
I am pleased to present the UKCM Annual Report for the year to December 2023.
The Board can report that the UK market has recovered a little of the poise that was lost in the steep decline in commercial property values experienced in the second half of 2022. The MSCI UK Quarterly property index recorded a –1.0% total return for the year; a marked improvement from the –9.1% of 2022.
To set the scene for this muted performance, the Bank of England (BoE) aggressively raised interest rates through the first half of 2023 before settling at 5.25% in their August 2023 meeting, (and where they remain at the time of writing). The UK’s Consumer Price Index (CPI), measuring inflation, declined over the calendar year from a peak of 10.4% in February 2023 to 4.0% by December 2023.
In such a context, with interest rates rising as inflation was falling, the Government’s 10-year Gilt has been relatively volatile. Starting from a yield as low as 1.13% at the beginning of January 2022, it peaked at around 4.5% in September that year, and then declined to around 3.0% by February 2023. The later months of the year have seen gilt yields rise back and surpass that September 2022 peak, hitting 4.75% in August 2023. At the time of writing, the 10-year Gilt has fallen back to a yield of around 4.3%, but the generally increasing rate environment of 2023 has made it a difficult backdrop for values to move ahead strongly, especially as GDP growth has remained lacklustre.
The improvement in property returns recorded in 2023 (whilst still overall negative) was led by the industrial and living sectors, both of which posted positive total returns for the year, counterbalancing the office sector which continued its decline as thematic headwinds remained. The lack of uniformity across the sectors has been notable and offered op
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 attached ii:
UK Commercial Property REIT Limited (“UKCPR”)
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer
X
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii: Termination of intragroup stock lending arrangement between Phoenix SPV4 Limited and Phoenix Life Limited – see ‘Additional Information’.
X
3. Details of person subject to the notification obligation iv
Name
Phoenix SPV4 Limited
City and country of registered office (if applicable)
Birmingham, United Kingdom
4. Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached vi:
4 April 2024
6. Date on which issuer notified (DD/MM/YYYY):
5 April 2024
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer (8.A + 8.B) vii
Resulting situation on the date on which threshold was crossed or reached
0%
0%
0
Position of previous notification (if
applicable)
8.44%
8.44%
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 shares
ISIN code (if possible)
Number of voting rights ix
% of voting rights
Direct
(DTR5.1)
Indirect
(DTR5.2.1)
Direct
(DTR5.1)
Indirect
(DTR5.2.1)
GB00B19Z2J52
0
0%
SUBTOTAL 8. A
0
0%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument
Expiration date x
Exercise/ Conversion Period xi
Number of voting rights that may be acquired if the instrument is
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 financial instrument
Expiration date x
Exercise/ Conversion Period xi
Physical or cash
Settlement xii
Number of voting rights
% of voting rights
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) 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 (please add additional rows as necessary) xiv
X
Name xv
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
Phoenix Life Limited
43.39% (direct)
43.39%
Phoenix SPV1 Limited
0%
0%
Phoenix SPV2 Limited
0%
0%
Phoenix SPV3 Limited
0%
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 attached ii:
UK Commercial Property REIT Limited (“UKCPR”)
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer
X
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii: Termination of intragroup stock lending arrangement between Phoenix SPV3 Limited and Phoenix Life Limited – see ‘Additional Information’.
X
3. Details of person subject to the notification obligation iv
Name
Phoenix SPV3 Limited
City and country of registered office (if applicable)
Birmingham, United Kingdom
4. Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached vi:
4 April 2024
6. Date on which issuer notified (DD/MM/YYYY):
5 April 2024
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer (8.A + 8.B) vii
Resulting situation on the date on which threshold was crossed or reached
0%
0%
0
Position of previous notification (if
applicable)
8.50%
8.50%
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 shares
ISIN code (if possible)
Number of voting rights ix
% of voting rights
Direct
(DTR5.1)
Indirect
(DTR5.2.1)
Direct
(DTR5.1)
Indirect
(DTR5.2.1)
GB00B19Z2J52
0
0%
SUBTOTAL 8. A
0
0%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument
Expiration date x
Exercise/ Conversion Period xi
Number of voting rights that may be acquired if the instrument is
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 financial instrument
Expiration date x
Exercise/ Conversion Period xi
Physical or cash
Settlement xii
Number of voting rights
% of voting rights
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) 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 (please add additional rows as necessary) xiv
X
Name xv
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
Phoenix Life Limited
43.39% (direct)
43.39%
Phoenix SPV1 Limited
0%
0%
Phoenix SPV2 Limited
0%
0%
Phoenix SPV3 Limited
0%
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 attached ii:
UK Commercial Property REIT Limited (“UKCPR”)
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer
X
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii: Termination of intragroup stock lending arrangement between Phoenix SPV2 Limited and Phoenix Life Limited – see ‘Additional Information’.
X
3. Details of person subject to the notification obligation iv
Name
Phoenix SPV2 Limited
City and country of registered office (if applicable)
Birmingham, United Kingdom
4. Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached vi:
4 April 2024
6. Date on which issuer notified (DD/MM/YYYY):
5 April 2024
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer (8.A + 8.B) vii
Resulting situation on the date on which threshold was crossed or reached
0%
0%
0
Position of previous notification (if
applicable)
8.35%
8.35%
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 shares
ISIN code (if possible)
Number of voting rights ix
% of voting rights
Direct
(DTR5.1)
Indirect
(DTR5.2.1)
Direct
(DTR5.1)
Indirect
(DTR5.2.1)
GB00B19Z2J52
0
0%
SUBTOTAL 8. A
0
0%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument
Expiration date x
Exercise/ Conversion Period xi
Number of voting rights that may be acquired if the instrument is
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 financial instrument
Expiration date x
Exercise/ Conversion Period xi
Physical or cash
Settlement xii
Number of voting rights
% of voting rights
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) 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 (please add additional rows as necessary) xiv
X
Name xv
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
Phoenix Life Limited
43.39% (direct)
43.39%
Phoenix SPV1 Limited
0%
0%
Phoenix SPV2 Limited
0%
0%
Phoenix SPV3 Limited
0%
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 attached ii:
UK Commercial Property REIT Limited (“UKCPR”)
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer
X
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii: Termination of intragroup stock lending arrangement between Phoenix SPV1 Limited and Phoenix Life Limited – see ‘Additional Information’.
X
3. Details of person subject to the notification obligation iv
Name
Phoenix SPV1 Limited
City and country of registered office (if applicable)
Birmingham, United Kingdom
4. Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached vi:
4 April 2024
6. Date on which issuer notified (DD/MM/YYYY):
5 April 2024
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer (8.A + 8.B) vii
Resulting situation on the date on which threshold was crossed or reached
0%
0%
0
Position of previous notification (if
applicable)
8.44%
8.44%
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 shares
ISIN code (if possible)
Number of voting rights ix
% of voting rights
Direct
(DTR5.1)
Indirect
(DTR5.2.1)
Direct
(DTR5.1)
Indirect
(DTR5.2.1)
GB00B19Z2J52
0
0%
SUBTOTAL 8. A
0
0%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument
Expiration date x
Exercise/ Conversion Period xi
Number of voting rights that may be acquired if the instrument is
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 financial instrument
Expiration date x
Exercise/ Conversion Period xi
Physical or cash
Settlement xii
Number of voting rights
% of voting rights
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) 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 (please add additional rows as necessary) xiv
X
Name xv
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
Phoenix Life Limited
43.39% (direct)
43.39%
Phoenix SPV1 Limited
0%
0%
Phoenix SPV2 Limited
0%
0%
Phoenix SPV3 Limited
0%
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 attached ii:
UK Commercial Property REIT Limited (“UKCPR”)
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer
X
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii: Termination of intragroup stock lending arrangement between Phoenix SPV1 Limited, Phoenix SPV2 Limited, Phoenix SPV3 Limited, Phoenix SPV4 Limited and Phoenix Life Limited – see ‘Additional Information’.
X
3. Details of person subject to the notification obligation iv
Name
Phoenix Life Limited
City and country of registered office (if applicable)
Birmingham, United Kingdom
4. Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached vi:
4 April 2024
6. Date on which issuer notified (DD/MM/YYYY):
5 April 2024
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer (8.A + 8.B) vii
Resulting situation on the date on which threshold was crossed or reached
43.39%
43.39%
563,797,465
Position of previous notification (if
applicable)
43.39%
43.39%
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 shares
ISIN code (if possible)
Number of voting rights ix
% of voting rights
Direct
(DTR5.1)
Indirect
(DTR5.2.1)
Direct
(DTR5.1)
Indirect
(DTR5.2.1)
GB00B19Z2J52
563,797,465
43.39%
SUBTOTAL 8. A
563,797,465
43.39%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument
Expiration date x
Exercise/ Conversion Period xi
Number of voting rights that may be acquired if the instrument is
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 financial instrument
Expiration date x
Exercise/ Conversion Period xi
Physical or cash
Settlement xii
Number of voting rights
% of voting rights
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) 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 (please add additional rows as necessary) xiv
X
Name xv
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
Phoenix Life Limited
43.39% (direct)
43.39%
Phoenix SPV1 Limited
0%
0%
Phoenix SPV2 Limited
0%
0%
Phoenix SPV3 Limited
0%
I FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser:
UK Commercial Property REIT Limited
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.
N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
UK Commercial Property REIT Limited
(d) Is the discloser the offeror or the offeree?
Offeree
(e) Date position held:
The latest practicable date prior to the disclosure
19 March 2024
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
Yes
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
Ordinary shares of 25 pence each
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
Nil
0
Nil
0
(2) Cash-settled derivatives:
Nil
0
Nil
0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
Nil
0
Nil
0
TOTAL:
Nil
0
Nil
0
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists:
None
Details, including nature of the rights concerned and relevant percentages:
None
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:
(a) Interests of the directors of UK Commercial Property REIT Limited ("UKCM") in ordinary shares of 25 pence each in UKCM (including their close relatives and related trusts)
Director of UKCM (and their close relatives and related trusts)
Total number of UKCM ordinary shares held
Percentage of the total issued share capital of UKCM (excluding treasury shares)
Peter Pereira Gray
154,845
0.01%
Michael Ayre
192,000
0.01%
Chris Fry
106,445
0.00%
Fionnuala Hogan
69,221
0.00%
Margaret Littlejohns
60,000
0.00%
(b) Interests of other persons acting in concert with UKCM in UKCM's ordinary shares of 25 pence each
Person
Number of UKCM ordinary shares in which such person is interested (through the control of voting rights)
Percentage of the total issued share capital of UKCM (excluding treasury shares)
DBX Advisors LLC
570,882
0.04%
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"
None.
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None.
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions)
No
Supplemental Form 8 (SBL)
No
Date of disclosure:
20 March 2024
Contact name:Margaret Littlejohns (via Rothschild & Co)
Telephone number:+44 (0) 20 7280 5000
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
P R O D U C T S U G G E S T I O N S
