TR1: Standard form for notification of major holdings (1146794)
November 10 2020 - 2:00AM
UK Regulatory
Hibernia REIT plc (HBRN)
TR1: Standard form for notification of major holdings
10-Nov-2020 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
Standard Form TR-1
Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant
issuer and to the Central Bank of Ireland)i
1. Identity of the issuer or the underlying issuer of
existing shares to which voting rights are attachedii:
Hibernia REIT Plc
2. Reason for the notification (please tick the appropriate
box or boxes):
[ ] An acquisition or disposal of voting rights
[ ] An acquisition or disposal of financial instruments
[ ] An event changing the breakdown of voting rights
[x] Other (please specify)iii:
The Issuer's public information has been updated to provide
a decreased number of shares outstanding by which the
Holder's shareholding is divided.
3. Details of person subject to the notification
obligationiv :
Name: TIAA-CREF Investment City and country of registered
Management, LLC behalf of office (if applicable):
the accounts listed in
Exhibit B.
TIAA-CREF Investment Management,
LLC - New York, USA
4. Full name of shareholder(s) (if different from 3.)v:
Same as 3
5. Date on which the threshold was crossed or reachedvi: 4
November 2020
6. Date on which issuer notified: 9 November 2020
7. Threshold(s) that is/are crossed or reached: 7%
8. Total positions of person(s) subject to the notification
obligation: 46,489,653
% of voting rights % of Total of Total
attached to shares voting both in number
(total of 9.A) rights % (9.A + of
through 9.B) voting
financi rights
al of
instrum issuerv
ents ii
(total
of
9.B.1 +
9.B.2)
Resulting 7.000% 0% 7.000% 46,489,
situation on 653
the date on
which threshold
was crossed or
reached
Position of 6.186% (42,355,762) 0% 6.186%
previous
notification
(if applicable)
9. 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 Number of voting rightsix % of voting
of rights
shares
ISIN code
(if
possible)
Direct Indirect Direct Indirect
IE00BGHQ1986 46,489,653 0.0 7.000% 0%
SUBTOTAL A 46,489,653 7.000%
B 1: Financial Instruments according to Regulation
17(1)(a) of the Regulations
Type of financial Expiration Exercise/ Number of % of
instrument datex Conversion voting voting
Periodxi rights rights
that may
be
acquired
if the
instrument
is
exercised/
converted.
N/A N/A N/A N/A N/A
SUBTOTAL B.1 N/A N/A
B 2: Financial Instruments with similar economic effect
according to Regulation 17(1)(b) of the Regulations
Type of Expiration Exercise/ Physical Number of %
financial datex Conversion or cash voting of
instrument Period xi settleme rights vot
ntxii ing
rig
hts
SUBTOTAL
B.2
10. Information in relation to the person subject to the
notification obligation (please tick the applicable box):
[ ] 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
[X ] 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 entity
The College Retirement Equities Fund ("CREF") hereby informs
you that on November 4, 2020 CREF owned 46,489,653 shares of
Hibernia REIT Plc equivalent to a 7.000% voting share
ownership percentage. It is our understanding the total
voting shares outstanding of Hibernia REIT Plc decreased
from 664,719,054 to 664,144,943 on November 4, 2020, thus
the triggering event for this filing obligation.
For your information, CREF is a U.S. based investment
company, which is registered with the Securities and
Exchange Commission ("SEC"). CREF has multiple investment
accounts, each with separate investment objectives and
policies. All assets in the accounts are beneficially owned
by CREF, and all the accounts are managed by TIAA-CREF
Investment Management, LLC ("TCIM"), an SEC registered
investment adviser.
A total of 46,489,653 voting shares or 7.000% of the
outstanding voting shares of Hibernia REIT Plc are owned, in
aggregate, by CREF and these affiliated accounts.
Please see Exhibit A
Advisors Namexv % of voting % of voting Total of both
rights if it rights through if it equals
equals or is financial or is higher
higher than instruments if than the
the notifiable it equals or is notifiable
threshold higher than the threshold
notifiable
threshold
TIAA-CREF 7.000% 0.00% 7.000%
Investment
Management LLC
11. In case of proxy voting: [name of the proxy holder] will
cease to hold [% and number] voting rights as of [date]
TIAA-CREF Investment Management, LLC will separately and
independently vote all proxies for shares held in Hibernia
REIT Plc.
12. Additional informationxvi: N/A
Done at Dublin on 9 November, 2020.
Annex: Notification of major holdings (only to be filed with
the Central Bank of Ireland and not with the relevant issuer)
A: Identity of the person subject to the notification
obligation
Full name (including legal form for legal entities) TIAA-CREF
Investment Management, LLC on behalf of the accounts listed in
Exhibit B.
Contact address (registered office for legal entities)
TIAA-CREF Investment Management, LLC, 730 Third Avenue, New
York, New York 10017-3206 USA
E-Mail
TIAA-CREF Investment Management, LLC:
rachael.zufall@nuveen.com
Phone number / Fax number
TIAA-CREF Investment Management, LLC: +1-704-988-4446
Other useful information (at least legal a contact person for
legal persons) Rachael Zufall
Managing Director, Associate General Counsel
B: Identity of the notifier, if applicable
Full name Stuart R. Brunet
Contact address TIAA-CREF Investment Management, LLC, 730
Third Avenue, New York, New York 10017-3206 USA
E-Mail stuart.brunet@nuveen.com
Phone number / Fax number +1-415-882-3711
Other useful information (e.g. functional relationship with
the person or legal entity subject to the notification
obligation) Managing Director, Chief Compliance Officer
(TIAA-CREF Investment Management, LLC)
C: Additional information: N/A
Notes
i. Persons completing this form should have regard to the requirements of
the Transparency (Directive 2004/109/EC) Regulations 2007 as amended (the
"Regulations"), the Central Bank of Ireland's Transparency Rules (the
"Transparency Rules") and Commission Delegated Regulation (EU) 2015/761 of
17 December 2014.
ii Full name of the legal entity and other identifying specification of the
issuer or underlying issuer, provided it is reliable and accurate (e.g.
address, LEI, domestic number identity).
iii Other reason for the notification could be voluntary notifications,
changes of attribution of the nature of the holding (e.g. expiring of
financial instruments) or acting in concert.
iv This should be the full name of (a) the shareholder; (b) the natural
person or legal entity acquiring, disposing of or exercising voting rights
in the cases provided for in Regulation 15(b) to (h) of the Regulations
(Article 10 (b) to (h) of Directive 2004/109/EC); or (c) the holder of
financial instruments referred to in Regulation 17(1) of the Regulations
(Article 13(1) of Directive 2004/109/EC).
As the disclosure of cases of acting in concert may vary due to the specific
circumstances (e.g. same or different total positions of the parties,
entering or exiting of acting in concert by a single party) the standard
form does not provide for a specific method how to notify cases of acting in
concert.
In relation to the transactions referred to in points (b) to (h) of
Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC), the
following list is provided as an indication of the persons who should be
mentioned:
- in the circumstances foreseen in letter (b) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the natural person or
legal entity 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 letter (c) of the Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the natural person or
legal entity holding the collateral, provided the person or entity controls
the voting rights and declares its intention of exercising them, and natural
person or legal entity lodging the collateral under these conditions;
- in the circumstances foreseen in letter (d) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the natural person or
legal entity who has a life interest in shares if that person or entity is
entitled to exercise the voting rights attached to the shares and the
natural person or legal entity who is disposing of the voting rights when
the life interest is created;
- in the circumstances foreseen in letter (e) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the controlling natural
person or legal entity and, provided it has a notification duty at an
individual level under Regulation 14 of the Regulations (Article 9 of
Directive 2004/109/EC), under letters (a) to (d) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC) or under a combination of
any of those situations, the controlled undertaking;
- in the circumstances foreseen in letter (f) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), 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 letter (g) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the natural person or
legal entity that controls the voting rights;
- in the circumstances foreseen in letter (h) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), 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 (e.g. management companies).
v Applicable in the cases provided for in Regulation 15(b) to (h) of the
Regulations (Article 10 (b) to (h) of Directive 2004/109/EC). This should be
the full name of the shareholder who is the counterparty to the natural
person or legal entity referred to in Regulation 15 of the Regulations
(Article 10 Directive 2004/109/EC) unless the percentage of voting rights
held by the shareholder is lower than the lowest notifiable threshold for
the disclosure of voting rights holdings in accordance with the requirements
of the Regulations and the Transparency Rules.
vi The date on which threshold is crossed or reached should be the date on
which the acquisition or disposal took place or the other reason triggered
the notification obligation. For passive crossings, the date when the
corporate event took effect.
vii The total number of voting rights shall be composed of all the shares,
including depository receipts representing shares, to which voting rights
are attached even if the exercise thereof is suspended.
viii If the holding has fallen below the lowest applicable threshold in
accordance with the Regulations and the Transparency Rules the holder is not
obliged to disclose the extent of the holding only that the holding is
"below 3%" or "below 5%" as appropriate.
ix In case of combined holdings of shares with voting rights attached
"direct holding" and voting rights "indirect holding", 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 Date of maturity/expiration of the financial instrument i.e. the date when
right to acquire shares ends.
xi If the financial instrument has such a period - please specify this
period - for example once every 3 months starting from [date].
xii In case of cash settled instruments the number and percentages of voting
rights is to be presented on a delta-adjusted basis (Regulation 17(4) of the
Regulations/Article 13(1a) of Directive 2004/109/EC).
xiii If the person subject to the notification obligation is either
controlled and/or does control another undertaking then the second option
applies.
xiv The full chain of controlled undertakings, starting with the ultimate
controlling natural person or legal entity, has to be presented also in
cases in which only on subsidiary level a threshold is crossed or reached
and the subsidiary undertaking discloses the notification, as only thus will
the markets get a full picture of the group holdings. In the case of
multiple chains through which the voting rights and/or financial instruments
are effectively held, the chains have to be presented chain by chain leaving
a row free between different chains (e.g.: A, B, C, free row, A, B, D, free
row, A, E, F etc.).
xv The names of controlled undertakings through which the voting rights
and/or financial instruments are effectively held have to be presented
irrespective of whether the controlled undertakings cross or reach the
lowest applicable threshold themselves.
xvi Example: Correction of a previous notification.
ISIN: IE00BGHQ1986
Category Code: MSCU
TIDM: HBRN
LEI Code: 635400MHRA4QVVFTON18
OAM Categories: 2.3. Major shareholding notifications
Sequence No.: 87522
EQS News ID: 1146794
End of Announcement EQS News Service
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