TR-1 (i) NOTIFICATION OF MAJOR INTERESTS IN SHARES
1. Identity of the issuer or the underlying issuer of existing
shares to which voting rights are attached:
FirstGroup plc
| 2. Reason for the notification |
State
Yes/No |
| An acquisition or disposal of voting
rights |
Yes |
An acquisition or disposal of
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 notification obligation (iii): |
Orbis Holdings
Limited (parent)
Orbis Investment Management (investment manager and controlled
undertaking) |
| 4. Full name of shareholder(s) (if
different from 3.) (iv): |
Vidacos Nominees
Limited
HSBC Custody Nominees (Australia) Ltd |
5. Date of the transaction (and date
on which the threshold is crossed
or reached if different) (v): |
29 June 2015 |
| 6. Date on which issuer
notified: |
1 July 2015 |
| 7. Threshold(s) that is/are crossed
or reached: |
6% |
| 8. Notified details: |
|
A: Voting rights attached to shares
Class/type of
shares
if possible using the ISIN CODE |
Situation
previous to the
Triggering
transaction |
Resulting
situation
after the triggering
transaction |
|
|
Number
of
Shares |
Number
of
Voting
Rights
|
Number
of
shares |
Number of voting
rights |
% of voting
rights |
|
|
|
|
|
|
|
|
|
Direct |
Direct |
Indirect |
Direct |
Indirect |
| GB0003452173 |
72,223,532 |
72,223,532 |
|
|
72,664,252 |
|
6.03% |
B: Financial Instruments
Resulting situation after the triggering transaction
Type of
financial
instrument |
Expiration
date |
Exercise/
Conversion
Period/ Date |
Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted |
% of voting
rights |
|
|
|
|
|
C: Financial Instruments with similar economic effect to
Qualifying Financial Instruments
Resulting situation after triggering
transaction
Type of
financial
instrument |
Exercise
price |
Expiration date |
Exercise/
Conversion
Period/ Date |
Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted |
% of
voting
rights |
|
|
|
|
|
Nominal |
Delta |
|
|
| Total (A+B+C) |
|
| Number of voting rights |
% of voting rights |
| 72,664,252 |
6.03% |
9. Chain of controlled undertakings through which the voting
rights and/or the financial instruments are
effectively held, if applicable:
Orbis
Investment Management Limited is a controlled undertaking of Orbis
Holdings Limited
|
Proxy Voting:
| 10. Name of the proxy holder: |
|
11. Number of voting rights proxy
holder will cease
to hold: |
|
12. Date on which proxy holder will
cease to hold
voting rights: |
|
| 13. Additional information: |
|
| 14. Contact name: |
Yee-Ling Wan, Legal Counsel |
| 15. Contact telephone number: |
+ 44 (0) 20 7042 2047 |
Annex Notification Of Major Interests In Shares (xvi)
A: Identity of the person or legal
entity subject to the
notification obligation |
|
Full name (including legal form
for
legal entities) |
|
Contact address (registered office
for
legal entities) |
|
| Phone number |
|
Other useful information (at least
legal
representative for legal persons) |
|
|
|
| B: Identity of the notifier, if
applicable (xvii) |
|
|
|
| Full name |
|
| Contact address |
|
| Phone number |
|
Other useful information (e.g.
functional relationship
with the person or legal entity subject to the notification
obligation) |
|
C: Additional information
Notes
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, 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, date of the entering into
an agreement.
The date on which 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.
These dates will usually be the same unless the transaction is
subject to a condition beyond the control of the parties.
vi. Please refer to
the situation disclosed in the previous notification, In case the
situation previous 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%.
For the case provided for in DTR5.2.1(a), there should be no
disclosure of individual holdings per party to the agreement unless
a party individually crosses or reaches an Article 9 threshold.
This applies upon entering into, introducing changes to or
terminating an agreement.
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
Voting
rights attached to shares in respect of which the notifying party
is a direct shareholder (DTR 5.1)
xi.
Voting rights held by the notifying party as an indirect
shareholder (DTR 5.2.1)
xii
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%.
xiii date
of maturity / expiration of the finical 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.
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 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.
xvi.
This annex is only to be filed with the competent authority.
xvii.
Whenever another person makes the notification on behalf of the
shareholder or the natural person/legal entity referred to in
DTR5.2 and DTR5.3.