Last checked at 6 May 2022 18:27
For Immediate Release 6 May 2022
Victoria PLC
('Victoria' or the 'Company')
Shareholder Notification
Victoria PLC (LSE: VCP) announces that it has been notified that, as a result of intra-group transfers, Koch Industries, Inc.'s ("Koch") ultimate shareholding is now held by its subsidiary Wood River Capital, LLC. The total holding remains unchanged and Koch remains the ultimate beneficial owner of the shares.
The relevant TR1 notifications are set out below.
For more information contact:
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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 | ||||||
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1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii: | Victoria PLC | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
UK issuer |
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2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights |
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An acquisition or disposal of financial instruments |
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An event changing the breakdown of voting rights |
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Other (please specify) iii: (Intra-group transfer to affiliate; transferor and transferee are wholly owned subsidiaries of Koch Industries, Inc.) | X | |||||
3. Details of person subject to the notification obligation iv | ||||||
Name | Spring Creek Capital, LLC | |||||
City and country of registered office (if applicable) | Wilmington, Delaware, United States | |||||
4. Full name of shareholder(s) (if different from 3.) v | ||||||
Name |
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City and country of registered office (if applicable) |
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5. Date on which the threshold was crossed or reached vi: | 02/05/2022 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 04/05/2022 | |||||
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 | 0.00% | 0.00% | 0.00% | 0.00% | ||
Position of previous notification (if applicable) | 10.70% | N/A | 10.70% |
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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 ofshares 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) | ||||||
GB00BZC0LC10 Common Stock | 0 | 0 | 0.00% | 0.00% | |||||
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SUBTOTAL 8. A | 0 | 0.00% | |||||||
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B 1: Financial Instruments according to DTR5.3.1R (1) (a) | |||||||||
Type of financial instrument | Expirationdate x | Exercise/Conversion Period xi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
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| SUBTOTAL 8. B 1 |
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B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) | |||||||||
Type of financial instrument | Expirationdate x | Exercise/Conversion Period xi | Physical or cash Settlement xii | Number of voting rights | % of voting rights | ||||
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| SUBTOTAL 8.B.2 |
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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 |
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Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv |
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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 | |
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10. In case of proxy voting, please identify: | ||||
Name of the proxy holder |
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The number and % of voting rights held |
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The date until which the voting rights will be held |
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11. Additional information xvi | ||||
Transaction consists of an intra-group transfer to an affiliate. Transferor and transferee are wholly owned subsidiaries of Koch Industries, Inc. | ||||
Place of completion | Wichita, Kansas |
Date of completion | 03/05/2022 |
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: | Victoria PLC | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
UK issuer |
| |||||
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: (Intra-group transfer from affiliate; transferor and transferee are wholly owned subsidiaries of Koch Industries, Inc.) | X | |||||
3. Details of person subject to the notification obligation iv | ||||||
Name | SCC Holdings, LLC | |||||
City and country of registered office (if applicable) | Wilmington, Delaware, United States | |||||
4. Full name of shareholder(s) (if different from 3.) v | ||||||
Name |
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City and country of registered office (if applicable) |
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5. Date on which the threshold was crossed or reached vi: | 02/05/2022 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 04/05/2022 | |||||
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 | 10.70% | 0.00% | 10.70% | 12,500,000 | ||
Position of previous notification (if applicable) | N/A | N/A | N/A |
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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 ofshares 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) | ||||||
GB00BZC0LC10 Common Stock | 12,500,000 | N/A | 10.7% | 0.00% | |||||
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SUBTOTAL 8. A | 12,500,000 | 10.7% | |||||||
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B 1: Financial Instruments according to DTR5.3.1R (1) (a) | |||||||||
Type of financial instrument | Expirationdate x | Exercise/Conversion Period xi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
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| SUBTOTAL 8. B 1 |
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B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) | |||||||||
Type of financial instrument | Expirationdate x | Exercise/Conversion Period xi | Physical or cash Settlement xii | Number of voting rights | % of voting rights | ||||
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| SUBTOTAL 8.B.2 |
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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 |
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Full chain of controlled undertakings through which the voting rights and/or thefinancial 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 | |
Koch Industries, Inc. |
| N/A |
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SCC Holdings, LLC | 10.7% |
| 10.7% | |
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10. In case of proxy voting, please identify: | ||||
Name of the proxy holder |
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The number and % of voting rights held |
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The date until which the voting rights will be held |
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11. Additional information xvi | ||||
Transaction consists of an intra-group transfer from an affiliate. Transferor and transferee are wholly owned subsidiaries of Koch Industries, Inc.. | ||||
Place of completion | Wichita, Kansas |
Date of completion | 03/05/2022 |
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: | Victoria PLC | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
UK issuer |
| |||||
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: (Intra-group transfer to affiliate; transferor and transferee are wholly owned subsidiaries of Koch Industries, Inc.) | X | |||||
3. Details of person subject to the notification obligation iv | ||||||
Name | SCC Holdings, LLC | |||||
City and country of registered office (if applicable) | Wilmington, Delaware, United States | |||||
4. Full name of shareholder(s) (if different from 3.) v | ||||||
Name |
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City and country of registered office (if applicable) |
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5. Date on which the threshold was crossed or reached vi: | 02/05/2022 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 04/05/2022 | |||||
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 | 0.00% | 0.00% | 0.00% | 0.00% | ||
Position of previous notification (if applicable) | 10.70% | N/A | 10.70% |
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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 ofshares 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) | ||||||
GB00BZC0LC10 Common Stock | 0 | 0 | 0.00% | 0.00% | |||||
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SUBTOTAL 8. A | 0 | 0.00% | |||||||
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B 1: Financial Instruments according to DTR5.3.1R (1) (a) | |||||||||
Type of financial instrument | Expirationdate x | Exercise/Conversion Period xi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
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| SUBTOTAL 8. B 1 |
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B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) | |||||||||
Type of financial instrument | Expirationdate x | Exercise/Conversion Period xi | Physical or cash Settlement xii | Number of voting rights | % of voting rights | ||||
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| SUBTOTAL 8.B.2 |
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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 |
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Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv |
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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 | |
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10. In case of proxy voting, please identify: | ||||
Name of the proxy holder |
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The number and % of voting rights held |
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The date until which the voting rights will be held |
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11. Additional information xvi | ||||
Transaction consists of an intra-group transfer to an affiliate. Transferor and transferee are wholly owned subsidiaries of Koch Industries, Inc. | ||||
Place of completion | Wichita, Kansas |
Date of completion | 03/05/2022 |
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: | Victoria PLC | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
UK issuer |
| |||||
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: (Intra-group transfer from affiliate; transferor and transferee are wholly owned subsidiaries of Koch Industries, Inc.) | X | |||||
3. Details of person subject to the notification obligation iv | ||||||
Name | Wood River Capital, LLC | |||||
City and country of registered office (if applicable) | Wilmington, Delaware, United States | |||||
4. Full name of shareholder(s) (if different from 3.) v | ||||||
Name |
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City and country of registered office (if applicable) |
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5. Date on which the threshold was crossed or reached vi: | 02/05/2022 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 04/05/2022 | |||||
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 | 10.70% | 0.00% | 10.70% | 12,500,000 | ||
Position of previous notification (if applicable) | N/A | N/A | N/A |
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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 ofshares 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) | ||||||
GB00BZC0LC10 Common Stock | 12,500,000 | N/A | 10.7% | 0.00% | |||||
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SUBTOTAL 8. A | 12,500,000 | 10.7% | |||||||
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B 1: Financial Instruments according to DTR5.3.1R (1) (a) | |||||||||
Type of financial instrument | Expirationdate x | Exercise/Conversion Period xi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
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| SUBTOTAL 8. B 1 |
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B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) | |||||||||
Type of financial instrument | Expirationdate x | Exercise/Conversion Period xi | Physical or cash Settlement xii | Number of voting rights | % of voting rights | ||||
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| SUBTOTAL 8.B.2 |
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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 |
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Full chain of controlled undertakings through which the voting rights and/or thefinancial 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 | |
Koch Industries, Inc. |
| N/A |
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Wood River Capital, LLC | 10.7% |
| 10.7% | |
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10. In case of proxy voting, please identify: | ||||
Name of the proxy holder |
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The number and % of voting rights held |
| |||
The date until which the voting rights will be held |
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| ||||
11. Additional information xvi | ||||
Transaction consists of an intra-group transfer from an affiliate. Transferor and transferee are wholly owned subsidiaries of Koch Industries, Inc. | ||||
Place of completion | Wichita, Kansas |
Date of completion | 03/05/2022 |