Holding(s) in Company
R-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi
1. Identity of the issuer or the underlying Fidelity China Special Situations PLC
issuer
of existing shares to which voting rights are
attached: ii
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights Y
An acquisition or disposal of qualifying financial instruments which may
result in the acquisition of shares already issued to which voting rights are
attached
An acquisition or disposal of instruments with similar economic effect to
qualifying financial instruments
An event changing the breakdown of voting rights
Other (please Increase in issuers voting rights
specify):
3. Full name of person(s) subject to the FIL Limited
notification obligation: iii
4. Full name of shareholder(s) BBHISL Nominees Limited (FIL Limited)
(if different from 3.):iv
FIL Nominee (Shareholdings) Ltd GENPEP (Fidelity
ISA clients)
The Bank of New York Nominees Ltd (Fidelity
Share plan clients)
JP Morgan Bournemouth (indirect - FID Managed
Funds)
See attached schedule for further information.
5. Date of the transaction and date on 6 June 2012
which the threshold is crossed or
reached: v
6. Date on which issuer notified: 7 June 2012
7. Threshold(s) that is/are crossed or 45%
reached: vi, vii
8. Notified details:
A: Voting rights attached to shares viii, ix
Class/type of Situation previous Resulting situation after the triggering transaction
shares to the triggering
transaction
if possible
using
the ISIN CODE
Number Number Number Number of voting % of voting rights
of of of shares rights x
Shares Voting
Rights
Indirect Direct xi Indirect xii Direct Indirect
GB00B62Z3C74 296,105,591 296,105,591 42,115,199 253,781,031 6.40 38.57
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial Expiration Exercise/ Number of voting % of voting
instrument date xiii Conversion Period rights that may be rights
xiv acquired if the
instrument is
exercised/ converted.
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments
xv, xvi
Resulting situation after the triggering transaction
Type of Exercise Expiration Exercise/ Number of voting rights % of voting rights
financial price date xvii Conversion instrument refers to xix, xx
instrument period
xviii
Nominal Delta
Total (A+B+C)
Number of voting rights Percentage of voting rights
295,896,230 44.97
9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable: xxi
See attached schedule
Proxy Voting:
10. Name of the proxy holder: FIL Limited
11. Number of voting rights proxy holder will cease to 209,361
hold:
12. Date on which proxy holder will cease to hold 6 June 2012
voting rights:
13. Additional information: FIL may exercise any voting rights attaching
to Fidelity ISA or Fidelity Share plan
clients beneficial shareholding unless the
client has elected to exercise such rights
themselves.
FIL Limited is restricted to voting 29.9% of
the issued share capital (formula as agreed
with the Takeover Panel)
14. Contact name: Sally-Ann Hatton
15. Contact telephone number:
fil-regreporting@fil.com
B: Identity of the notifier, if applicable
Full name Rebecca Burtonwood For and on behalf of FIL
Investments International
Contact address Kingswood Place, Millfield Lane, Lower
Kingswood, Tadworth, Surrey KT20 6RB
Phone number & email 01737 836869
Other useful information Company Secretary
(e.g. functional relationship with the
person or legal entity subject to the
notification obligation)
C: Additional information
Issuer name: FIDELITY CHINA SPECIAL SITUATIONS PLC
Current ownership percentage: 44.97%
Total shares held: 295,896,230
Issued share capital: 657,879,480
FIL Limited (FIL) is the parent holding company for various direct and indirect
subsidiaries, including FIL Fund Management Limited (FFML), FIL Investment Services (UK)
Ltd (FISL), FIL Gestion (FIGEST), FIL Asset Management (Korea) Limited (FIAKL), FIL
Investments Management (Hong Kong) Limited (FIMHK), FIL Pensions Management (FPM),
Fidelity Investments Japan (FIJ) and FIL Investments International (FII), investment
managers for various non-US investment companies and institutional clients.
Ordinary shares
BBHISL Nominees Limited 42,115,199 shares (direct - FIL Limited)
FIL Nominee (Shareholdings) Ltd GENPEP 191,708,416 shares (indirect - Fidelity ISA
clients)
The Bank of New York Nominees Limited 61,831,095 shares (indirect - Fidelity Shareplan
clients)
JP Morgan Bournemouth 241,520 shares (indirect )
Fidelity may exercise any voting rights attaching to Fidelity ISA or Fidelity Shareplan
clients beneficial shareholding unless the client has elected to exercise such rights
themselves. FIL Limited is restricted to voting 29.9% of the issued share capital
(formula as agreed with the Takeover Panel)
i This form is to be sent to the issuer or underlying issuer and to
be filed with the competent authority.
ii Either the full name of the legal entity or another method for
identifying the issuer or underlying issuer provided it is reliable and
accurate.
iii This should be the full name of (a) the shareholder; (b) the
person acquiring, disposing of or exercising voting rights in the cases
provided for in DTR5.2.1 (b) to (h); (c) all the parties to the agreement
referred to in DTR5.2.1 (a), or (d) the direct or indirect holder of financial
instruments entitled to acquire shares already issued to which voting rights
are attached, or the direct or indirect holder of financial instruments having
a similar economic effect to qualifying financial instruments, as appropriate.
In relation to the transactions referred to in points 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 DTR5.2.1 (b), the person 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 DTR 5.2.1 (c), the person
holding the collateral, provided the person or entity controls the voting
rights and declares its intention of exercising them, and person lodging the
collateral under these conditions;
- in the circumstances foreseen in DTR5.2.1(d), the person who has
a life interest in shares if that person is entitled to exercise the voting
rights attached to the shares and the person who is disposing of the voting
rights when the life interest is created;
- in the circumstances foreseen in DTR5.2.1 (e), the parent
undertaking and, provided it has a notification duty at an individual level
under DTR 5.1, under DTR5.2.1 (a) to (d) or under a combination of any of
those situations, the controlled undertaking;
- in the circumstances foreseen in 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 DTR5.2.1 (g), the person that
controls the voting rights;
- in the circumstances foreseen in 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.
iv Applicable in the cases provided for in DTR 5.2.1 (b) to (h).
This should be the full name of the shareholder or holder of financial
instruments who is the counterparty to the natural person or legal entity
referred to in DTR5.2.
v The date of the transaction should normally be, in the case of an
on exchange transaction, the date on which the matching of orders occurs; in
the case of an off exchange transaction, the date of entering into an
agreement.
The date on which a threshold is crossed should normally be the
date on which the acquisition, disposal or possibility to exercise voting
rights takes effect (see DTR 5.1.1R (3)). For passive crossings, the date when
the corporate event took effect.
In the case of financial instruments with a similar economic effect
to qualifying financial instruments, the date on which a threshold is reached
or crossed is the date of entering into the agreement. In the case of reaching
or crossing a threshold passively as a result of a change in a delta adjusted
holding or due to a change in the total voting rights of the issuer, the date
should be that when the delta adjustment occurs or the total voting rights
change rather than the date at which the agreement was entered into.
vi Please refer to the situation disclosed in the previous
notification, In case the situation prior to the triggering transaction was
below 3%, please state `below 3%'.
vii If the holding has fallen below the minimum threshold, the
notifying party should not be obliged to disclose the extent of the holding,
only that the new holding is less than 3%.
viii Direct and Indirect
ix In case of combined holdings of shares with voting rights
attached `direct holding' and voting rights `indirect holdings', 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 If the holding has fallen below the minimum threshold, the
notifying party should not be obliged to disclose the extent of the holding,
only that the new holding is below 3%.
xi Voting rights attached to shares in respect of which the
notifying party is a direct shareholder (DTR 5.1)
xii Voting rights held by the notifying party as an indirect
shareholder (DTR 5.2.1)
xiii date of maturity / expiration of the financial instrument i.e.
the date when the right to acquire shares ends.
xiv If the financial instrument has such a period-please specify
the period- for example once every three months starting from the [date]
xv In case of notifying the aggregate of all voting rights deemed
to be held as a result of holdings of instruments having a similar economic
effect to (but not including) qualifying instruments on a nominal basis,
please also provide the exercise price and either expiration date, or
conversion period. If notifying on a nominal basis there is no requirement to
then provide the delta-adjusted figures as well.
xvi In case of notifying the aggregate of all voting rights deemed
to be held as a result of holdings of instruments having a similar economic
effect to (but not including) qualifying instruments on a delta-adjusted
basis, please provide the expiration date/conversion period as appropriate.
xvii expiration date of the financial instrument with a similar
economic effect to a qualifying financial instrument i.e. the date when the
instrument is due to be settled.
xviii If the financial instrument has a conversion/settlement
period-please specify the period- for example once every three months starting
from the [date]
xix Nominal and delta-adjusted basis (transitional period to run
until 31 December 2009)
xx If the holding has fallen below the minimum threshold, the
notifying party should not be obliged to disclose the extent of the holding,
only that the new holding is below 3%.
xxi The notification should include the name(s) of the controlled
undertakings through which the voting rights are held. The notification should
also include the amount of voting rights and the percentage held, or deemed to
be held, by each controlled undertaking, insofar as individually the
controlled undertaking holds 3% or more, and insofar as the notification by
the parent undertaking is intended to cover the notification obligations of
the controlled undertaking.
xxii This annex is only to be filed with the competent authority.