Rathbones Group PLC — M&A Activity 2023

Nov 22, 2023

National Storage Mechanism | Additional information

8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1.        KEY INFORMATION

(a)   Full name of discloser:	Rathbones Group Plc
(b)   Owner or controller of interests and short positions disclosed, if different from 1(a):         The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.
(c)   Name of offeror/offeree in relation to whose relevant securities this form relates:         Use a separate form for each offeror/offeree	UK COMMERCIAL PROPERTY REIT
(d)   If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e)   Date position held/dealing undertaken:         For an opening position disclosure, state the latest practicable date prior to the disclosure	21/11/2023
(f)   In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?         If it is a cash offer or possible cash offer, state “N/A”	Yes

2.        POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)      Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:	25p ordinary shares
	Interests		Short positions
	Number	%	Number	%
(1)   Relevant securities owned and/or controlled:	180,313,327	13.87%
(2)   Cash-settled derivatives:
(3)   Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	180,313,327	13.87%

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b)      Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

3.        DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)        Purchases and sales

Class of relevant security	Purchase/sale	Number of securities	Price per unit
25p ordinary shares	Sale	157,116	57.2p
25p ordinary shares	Sale	101,972	57.47p
25p ordinary shares	Sale	15,900	57.211p
25p ordinary shares	Sale	21,300	57.2p
25p ordinary shares	Sale	5,700	57.274p
25p ordinary shares	Sale	17,000	57.574p
25p ordinary shares	Sale	13,500	57.6591p
25p ordinary shares	Sale	36,000	57.708p
25p ordinary shares	Sale	16,795	57.774p
25p ordinary shares	Sale	7,590	57.8661p
25p ordinary shares	Sale	902	58.0683p
25p ordinary shares	Purchase	4,600	57.235p
25p ordinary shares	Purchase	35,965	57.6369p
25p ordinary shares	Purchase	24,500	57.7956p
25p ordinary shares	Purchase	13,500	57.797p

(b)        Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit

(c)        Stock-settled derivative transactions (including options)

(i)        Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit

(ii)        Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit

(d)        Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
25p ordinary shares	Transfer in	22,477
25p ordinary shares	Transfer in	64,791
25p ordinary shares	Shares moved internally from Discretionary to Execution-only	28,000

4.        OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”
None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to: (i)   the voting rights of any relevant securities under any option; or (ii)   the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state “none”
None

(c)        Attachments

Is a Supplemental Form 8 (Open Positions) attached?	No

Date of disclosure:	22/11/2023
Contact name:	Jessica Glasson – Compliance Department
Telephone number:	0151 243 7254

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at.