Holding(s) in Company

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 attachedii:			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						X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify)iii:
3. Details of person subject to the notification obligationiv
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 reachedvi:			29 November 2018
6. Date on which issuer notified (DD/MM/YYYY):			3 December 2018
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 of issuervii
Resulting situation on the date on which threshold was crossed or reached	8.75%			8.75%	113,640,139
Position of previous notification (if applicable)

8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii

A: Voting rights attached to shares

Class/type of shares ISIN code (if possible)

Number of voting rightsix

% of voting rights

Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)

113,640,139

8.75%

SUBTOTAL 8. A

113,640,139

8.75%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration datex

Exercise/ Conversion Periodxi

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 Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration datex

Exercise/ Conversion Period xi

Physical or cash settlementxii

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) issuerxiii

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 entityxiv (please add additional rows as necessary)

X

Namexv

% 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

34.98%  (indirect)

34.98%

34.98%  (see section 11)

A. Phoenix SPV1 Limited

8.75%

8.75%

B. Phoenix SPV2 Limited

8.75%

8.75%

C. Phoenix SPV3 Limited

8.75%

8.75%

D. Phoenix SPV4 Limited

8.74%

8.74%

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional informationxvi

Note that Phoenix SPV2 Limited’s direct voting rights are held via a stock lending arrangement under which Phoenix SPV2 Limited has borrowed shares in UKCPR from Phoenix Life Limited.  The shares may be recalled by Phoenix Life Limited at any time.

Place of completion	London
Date of completion	3 December 2018