26 Oct 2021 09:02
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GG00BF52MW15
Issuer Name
TRIAN INVESTORS 1 LIMITED
UK or Non-UK Issuer
Non-UK
2. Reason for Notification
An acquisition or disposal of voting rights; An acquisition or disposal of financial instruments
3. Details of person subject to the notification obligation
Name
Trian Investors 1 Subscriber, LLC
City of registered office (if applicable)
Wilmington
Country of registered office (if applicable)
United States
4. Details of the shareholder
Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above
City of registered office (if applicable)
Country of registered office (if applicable)
5. Date on which the threshold was crossed or reached
22-Oct-2021
6. Date on which Issuer notified
25-Oct-2021
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 | |
Resulting situation on the date on which threshold was crossed or reached | 18.33% | 9.31% | 27.64% | 70,043,400 |
Position of previous notification (if applicable) | 15.01% | 0.00% | 15.01% |
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible) | Number of direct voting rights (DTR5.1) | Number of indirect voting rights (DTR5.2.1) | % of direct voting rights (DTR5.1) | % of indirect voting rights (DTR5.2.1) |
GG00BF52MW15 | 46,456,600 | 18.33% | ||
Sub Total 8.A | 46,456,600 | 18.33% | ||
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument | Expiration date | Exercise/conversion period | Number of voting rights that may be acquired if the instrument is exercised/converted | % of voting rights |
Purchase Agreement | 6/12/2021 | On or prior to 6/12/2021 | 23,586,800 | 9.31% |
Sub Total 8.B1 | 23,586,800 | 9.31% | ||
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument | Expiration date | Exercise/conversion period | Physical or cash settlement | Number of voting rights | % of voting rights |
Sub Total 8.B2 | |||||
9. Information in relation to the person subject to the notification obligation
2. 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 entities (please add additional rows as necessary)
Ultimate controlling person | Name of controlled undertaking | % 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 |
Nelson Peltz | 18.33% | 9.31% | 27.64% |
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
On 22 October 2021, Trian Investors 1 Subscriber, LLC (the "Shareholder") entered into an agreement to purchase within 45 days 23,586,800 shares from another shareholder at the shares' current trading price as of the date of the agreement. Under the agreement, the Shareholder may assign any portion of its obligation to purchase the shares to one or more third parties.Certain of the shares over which the Shareholder exercises voting power are held by estate planning vehicles formed for the benefit of its members; these vehicles have entered into an agreement with the Shareholder whereby they have agreed to vote the shares which they hold in the manner directed by the Shareholder.
12. Date of Completion
25-Oct-2021
13. Place Of Completion
New York, New York, United States