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 |
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1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: |
THG Holdings plc (Company No. 06539496) |
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1b. Please indicate if the issuer is a non- |
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Non- |
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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 |
X |
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An acquisition or disposal of financial instruments |
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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 obligationiv |
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Name |
TIAA-CREF Investment Management, LLC on behalf of the accounts listed in Exhibit B.
Teachers Advisors, LLC on behalf of the funds listed in Exhibit C.
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City and country of registered office (if applicable) |
TIAA-CREF Investment Management, LLC -
Teachers Advisors, LLC -
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4. Full name of shareholder(s) (if different from 3.)v |
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Name |
See Number 3. |
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City and country of registered office (if applicable) |
See Number 3. |
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5. Date on which the threshold was crossed or reachedvi: |
11 December 2020 |
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6. Date on which issuer notified (DD/MM/YYYY): |
15 December 2020 |
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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 issuervii |
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Resulting situation on the date on which threshold was crossed or reached |
3.037% |
0% |
3.037% |
970,646,554 |
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Position of previous notification (if applicable) |
N/A |
N/A |
N/A |
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8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii |
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A: Voting rights attached to shares |
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Class/type of ISIN code (if possible) |
Number of voting rightsix |
% 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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GB00BMTV7393 |
29,478,778 |
0 |
3.037% |
0% |
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SUBTOTAL 8. A |
29,478,778 |
3.037% |
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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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N/A |
N/A |
N/A |
N/A |
N/A |
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SUBTOTAL 8. B 1 |
N/A |
N/A |
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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 settlementxii |
Number of voting rights |
% of voting rights |
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N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
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SUBTOTAL 8.B.2 |
N/A |
N/A |
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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) issuerxiii |
X |
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Full chain of controlled undertakings through which the voting rights and/or the |
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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 |
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10. In case of proxy voting, please identify: |
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Name of the proxy holder |
TIAA-CREF Investment Management, LLC/Teachers Advisors, LLC |
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The number and % of voting rights held |
N/A |
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The date until which the voting rights will be held |
N/A |
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11. Additional informationxvi |
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The College Retirement Equities Fund ("CREF") hereby informs you that on December 11, 2020, CREF bought 450,000 voting shares of THG Holdings plc bringing its holdings to 18,564,381 voting shares equivalent to a voting share ownership percentage of 1.913% of THG Holdings plc. CREF owns these shares through two of its investment accounts: the Global Equities Account and the Stock Account. It is our understanding the total voting shares outstanding of THG Holdings plc is 970,646,554.
For your information, CREF is a
Additionally, a fund managed by an affiliate of CREF, Teachers Advisors, LLC ("TAL"), owns 10,914,397 voting shares of THG Holdings plc equivalent to a 1.124% voting share ownership percentage of THG Holdings plc. These holdings are owned by mutual funds which are investment portfolios of the TIAA-CREF Funds or the TIAA-CREF Life Funds (collectively, the "Funds"). The Funds are SEC registered investment companies and the Funds are managed by Teachers Advisors, LLC ("TAL"), an SEC registered investment adviser that is affiliated with TCIM.
A total of 29,478,778 or 3.037% of the outstanding voting shares of THG Holdings plc are owned, in aggregate, by CREF and affiliated accounts. Additionally, TCIM and TAL separately and independently vote all proxies for shares held in THG Holdings plc. We are aggregating the holdings in THG Holdings plc as requested by the current FCA Disclosure and Transparency Rules for purposes of this form.
(See Exhibit A)
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Place of completion |
TIAA-CREF Investment Management, LLC, 730 Third Avenue, |
Date of completion |
15 December 2020 |
TIAA-CREF
Summary of Holdings of THG Holdings plc
Between December 10, 2020 - December 11, 2020
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TIAA-CREF Investment Management LLC ("CREF") |
Teachers Advisors LLC |
Aggregate Holdings |
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Global Equities Account |
Stock Account |
Total CREF Holdings |
Total CREF % |
TIAA-CREF Growth & Income Fund |
TIAA-CREF International Equity Fund |
TIAA-CREF International Opportunities Fund |
TIAA-CREF Life Growth & Income Fund |
TIAA-CREF Life International Equity Fund |
TIAA-CREF Mid-Cap Growth Fund |
Total Mutual Funds Holdings |
Total Mutual Funds % |
Total Holdings |
Total % |
Holdings as of December 10, 2020 |
13,312,821 |
4,801,560 |
18,114,381 |
1.866% |
1,988,150 |
6,119,362 |
2,206,782 |
47,634 |
136,469 |
416,000 |
10,914,397 |
1.124% |
29,028,778 |
2.991% |
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Transactions as of December 11, 2020 |
- |
450,000 |
450,000 |
0.046% |
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0.000% |
450,000 |
0.046% |
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Holdings as of December 11, 2020 |
13,312,821 |
5,251,560 |
18,564,381 |
1.913% |
1,988,150 |
6,119,362 |
2,206,782 |
47,634 |
136,469 |
416,000 |
10,914,397 |
1.124% |
29,478,778 |
3.037% |
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Total Voting Shares Outstanding |
970,646,554 |
Total Combined |
Total Percentage |
29,478,778 |
3.037% |
Exhibit B.
TIAA-CREF Investment Management, LLC
College Retirement Equities Fund ("CREF") *
· CREF Stock Account
· CREF Global Equities Account
* Registered Investment Company
Exhibit C.
Teachers Advisors, LLC
TIAA-CREF Funds *
· Growth & Income Fund
· International Equity Fund
· International Opportunities Fund
· Life Growth & Income Fund
· Life International Equity Fund
· Mid-Cap Growth Fund
* Registered Investment Company