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Ninety One Limited |
Ninety One plc LEI: 549300G0TJCT3K15ZG14 |
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Ninety One plc and Ninety One Limited (companies operating under a Dual Listed Companies structure ("DLC")) announce that Forty Two Point Two has decreased its shareholding in Ninety One plc to 31.2132%, as set out below. In accordance with the operating conditions attached to the DLC, Forty Two Point Two's aggregate shareholding in the combined Ninety One plc and Ninety One Limited, following this announcement, is 25.4211% as calculated on a joint electorate basis. Shareholders should note that the UK Takeover Panel has confirmed that, for the purposes of the Rule 9.1 mandatory offer threshold, voting rights will be considered on a joint electorate basis. |
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TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB00BJHPLV88
Issuer Name
NINETY ONE PLC
UK or Non-UK Issuer
UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
Forty Two Point Two
City of registered office (if applicable)
Ebene
Country of registered office (if applicable)
Mauritius
4. Details of the shareholder
Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above
City of registered office (if applicable)
Country of registered office (if applicable)
5. Date on which the threshold was crossed or reached
3 August 2026
6. Date on which Issuer notified
5 August 2026
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 8.B 1 + 8.B 2) |
Total of both in % (8.A + 8.B) |
Total number of voting rights held in issuer |
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Resulting situation on the date on which threshold was crossed or reached |
31.2132 |
0.0000 |
31.2132 |
206,533,920 |
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Position of previous notification (if applicable) |
32.0032 |
0.0000 |
32.0032 |
212,048,101 |
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
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Class/Type of shares ISIN code(if possible) |
Number of direct voting rights (DTR5.1) |
Number of indirect voting rights (DTR5.2.1) |
% of direct voting rights (DTR5.1) |
% of indirect voting rights (DTR5.2.1) |
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GB00BJHPLV88 |
206,533,920 |
0 |
31.2132 |
0 |
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Sub Total 8.A |
206,533,920 |
31.2132 |
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8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
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Type of financial instrument |
Expiration date |
Exercise/conversion period |
Number of voting rights that may be acquired if the instrument is exercised/converted |
% of voting rights |
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Sub Total 8.B1 |
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8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
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Type of financial instrument |
Expiration date |
Exercise/conversion period |
Physical or cash settlement |
Number of voting rights |
% of voting rights |
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Sub Total 8.B2 |
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9. Information in relation to the person subject to the notification obligation
1. 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.
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Ultimate controlling person |
Name of controlled undertaking |
% 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 |
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
12. Date of Completion
5 August 2026
13. Place Of Completion
London
Notification of transactions by relevant Directors, Persons Discharging Managerial Responsibilities and persons closely associated with them, prescribed officers, company secretaries and associates.
As part of the dual listed company structure, Ninety One plc and Ninety One Limited (together "Ninety One") notify both the London and Johannesburg Stock Exchanges of those interests (and changes to those interests) of (i) directors of both entities and the respective company secretaries and such persons' respective associates and persons closely associated with them, (ii) prescribed officers and persons discharging managerial responsibilities ("PDMRs") and such persons' respective associates and persons closely associated with them, and (iii) in certain instances the directors and company secretaries of major subsidiaries of Ninety One and such persons' respective associates, in the securities of Ninety One plc and Ninety One Limited which are required to be disclosed under Article 19(1) of the UK Market Abuse Regulation ("UK MAR"), the Listing Rules, and the Disclosure Guidance and Transparency Rules of the FCA and/or the JSE Listings Requirements. Clearance was obtained for the below dealing in securities.
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1 |
Details of the person discharging managerial responsibilities / person closely associated / associate |
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a) |
Legal person |
Forty Two Point Two |
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2 |
Reason for the notification |
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a) |
Position/status |
In terms of UK MAR, the Listing Rules, and the Disclosure Guidance and Transparency Rules of the FCA, this notification concerns a person closely associated with Hendrik du Toit and Kim McFarland, each of whom is a Director of Ninety One plc (i.e. a PDMR). In terms of the JSE Listings Requirements, Forty Two Point Two is wholly owned by the Marathon Trust and the undermentioned persons (who are directors of Ninety One plc, Ninety One Limited and/or major subsidiaries of Ninety One) are beneficiaries of the Marathon Trust. Forty Two Point Two is an associate of these persons for the purpose of the JSE Listings Requirements:- · Hendrik du Toit - Director of Ninety One plc and Ninety One Limited · Kim McFarland - Director of Ninety One plc and Ninety One Limited · Johan Schreuder - Director of Ninety One Assurance Limited · Adam Fletcher - Director of Ninety One Guernsey Limited · Malcolm Gray - Director of Ninety One Assurance Limited |
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b) |
Initial notification /Amendment |
Initial notification |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name |
Ninety One plc |
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b) |
LEI |
549300G0TJCT3K15ZG14 |
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4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
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a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of GBP0.0001 each GB00BJHPLV88 |
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b) |
Nature of the transaction |
Disposal via an in specie transfer |
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c) |
Price(s) and volume(s) |
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d) |
Date of the transaction |
3 August 2026 |
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e) |
Place of the transaction |
London |
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Date of release: 5 August 2026
JSE Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd