Holding(s) in Company
For filings with the FSA include the annex
For filings with issuer exclude the annex
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi
1. Identity of the issuer or the underlying issuer Fidelity Special
of existing shares to which voting rights are Values PLC
attached:ii
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights X
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 specify):
3. Full name of person(s) subject to the FIL Limited
notification obligation:iii
4. Full name of shareholder(s) See Section 9
(if different from 3.):iv
5. Date of the transaction and date on
which the threshold is crossed or 31 March 2014
reached: v
6. Date on which issuer notified: 02 April 2014
7. Threshold(s) that is/are crossed or 33%
reached: vi, vii
8. Notified details:
A: Voting rights attached to shares viii, ix
Class/type Situation previous Resulting situation after the triggering transaction
of to the triggering
shares transaction
Number Number Number Number of voting % of voting rights x
if possible of of of shares rights
using Shares Voting
the ISIN Rights Indirect Direct xi Indirect Direct Indirect
CODE xii
GB0003325106
17,888,683 17,888,683 17,861,938 17,861,938 32.99%
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of Expiration Exercise/ Number of voting % of voting
financial date xiii Conversion Period xiv rights that may be rights
instrument 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 price Expiration date Exercise/ Number of voting rights instrument % of voting rights
financial xvii Conversion refers to xix, xx
instrument period xviii
Nominal Delta
Total (A+B+C)
Number of voting rights Percentage of voting rights
17,861,938 32.99%
9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable: xxi
Custodian Total Management Company
JP MORGAN, BOURNEMOUTH 405,720 FISL
FIL NOMINEE (SHAREHOLDINGS) LTD GENPEP 11,632,935 FIL
BNY MELLON NOMINEES LTD 5,823,283 FIL
Grand Total 17,861,938
Proxy Voting:
10. Name of the proxy holder: FIL Limited
11. Number of voting rights proxy holder will cease to hold: 26,745
12. Date on which proxy holder will cease to hold voting 31 March 2014
rights:
13. Additional information: FIL Limited is restricted to voting 29.9% of
the issued share capital (formula as provided
by the Takeover Panel)
14. Contact name: Nina Collomosse
15. Contact telephone number: fil-regreporting@fil.com 01737 837092
B: Identity of the notifier, if applicable
Full name Anchna Devi For and on behalf of
FIL Investments International
Contact address Kingswood Place, Millfield Lane, Lower
Kingswood, Tadworth, Surrey KT20 6RB
Phone number & email
01737 837132
Other useful information
(e.g. functional relationship with the person or
legal entity subject to the notification
obligation)
C: Additional information
Issuer name: FIDELITY SPECIAL VALUES PLC
Current ownership percentage: 32.99%
Total shares held: 17,861,938
Issued share capital: 54,128,896
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.
JP Morgan Bournemouth 405,720 (indirect) (management company FIL)
FIL Nominee (Shareholdings) Ltd GENPEP 11,632,935 shares (indirect) (management
company FIL)
BNY Mellon Nominees Ltd 5,823,283 shares (indirect) (management company FIL)
i This form is to be sent to the issuer or underlying issuer and to be filed
with the competent authority.
iiEither 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.
ivApplicable 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.
vThe 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.
viPlease 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%'.
viiIf 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%.
viiiDirect 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.
xIf 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%.
xiVoting rights attached to shares in respect of which the notifying party is a
direct shareholder (DTR 5.1)
xiiVoting rights held by the notifying party as an indirect shareholder (DTR
5.2.1)
xiiidate of maturity / expiration of the financial instrument i.e. the date
when the right to acquire shares ends.
xivIf the financial instrument has such a period-please specify the period- for
example once every three months starting from the [date]
xvIn 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.
xviIn 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.
xviiexpiration 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.
xviiiIf the financial instrument has a conversion/settlement period-please
specify the period- for example once every three months starting from the
[date]
xixNominal and delta-adjusted basis (transitional period to run until 31
December 2009)
xxIf 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%.
xxiThe 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.
xxiiThis annex is only to be filed with the competent authority.
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