TR-1: S tandard form for notification of major holdings
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NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i |
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1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii : |
Whitbread PLC |
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1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) |
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Non-UK issuer |
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2. Reason for the notification (please mark the appropriate box or boxes with an "X") |
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An acquisition or disposal of voting rights |
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An acquisition or disposal of financial instruments |
X |
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An event changing the breakdown of voting rights |
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Other (please specify)iii: |
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3. Details of person subject to the notification obligation iv |
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Name |
Sachem Head Capital Management LP Uncas GP LLC Sachem Head GP LLC Scott D. Ferguson |
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City and country of registered office (if applicable) |
Dover, Delaware, USA |
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4. Full name of shareholder(s) (if different from 3.) v |
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Name |
Sachem Head LP Sachem Head Master LP |
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City and country of registered office (if applicable) |
Sachem Head LP - Dover, Delaware, USA Sachem Head Master LP - George Town, Cayman Islands |
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5. Date on which the threshold was crossed or reached vi : |
December 4, 2017 |
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6. Date on which issuer notified (DD/MM/YYYY): |
December 5, 2017 |
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7. Total positions of person(s) subject to the notification obligation |
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% of voting rights attached to shares (total of 8. A) |
% of
voting rights through
financial instruments |
Total of both in % (8.A + 8.B) |
Total number of voting rights of issuer vii |
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Resulting situation on the date on which threshold was crossed or reached |
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3.4% |
3.4% |
6,200,000 |
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Position of previous notification (if applicable) |
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8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii |
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A: Voting rights attached to shares |
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Class/type of ISIN code (if possible) |
Number of voting rights ix |
% of voting rights |
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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) |
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SUBTOTAL 8. A |
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B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) |
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Type of financial instrument |
Expiration |
Exercise/ |
Number of voting rights that may be acquired if the instrument is exercised/converted. |
% of voting rights |
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SUBTOTAL 8. B 1 |
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B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) |
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Type of financial instrument |
Expiration |
Exercise/ |
Physical or cash settlement xii |
Number of voting rights |
% of voting rights |
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Contract for |
July 14, 2020 |
At any time |
Cash |
6,200,000 |
3.4% |
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SUBTOTAL 8.B.2 |
6,200,000 |
3.4% |
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9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") |
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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 |
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Full
chain of controlled undertakings through which the voting rights and/or the |
X |
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Name xv |
% 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 |
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Scott D. Ferguson |
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3.4% |
3.4% |
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Uncas GP LLC |
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3.4% |
3.4% |
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Sachem Head Capital Management LP |
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3.4% |
3.4% |
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Sachem Head GP LLC |
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3.4% |
3.4% |
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Sachem Head LP |
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Below 3% |
Below 3% |
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Sachem Head Master LP |
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Below 3% |
Below 3% |
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10. In case of proxy voting, please identify: |
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Name of the proxy holder |
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The number and % of voting rights held |
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The date until which the voting rights will be held |
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11. Additional information xvi |
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Sachem Head Capital Management LP ("SHCM") serves as the investment manager for Sachem Head LP ("SHLP") and Sachem Head Master LP ("SHM"). Sachem Head GP LLC ("Sachem Head GP") serves as the general partner for SHLP and SHM, and Uncas GP LLC ("Uncas") serves as the general partner of SHCM. Scott D. Ferguson is the managing partner of SHCM and the managing member of both Uncas and Sachem Head GP. |
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Place of completion |
New York, New York, USA |
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Date of completion |
December 5, 2017 |