TR-1 Notification & PDMR Shareholding
Forty Two Point Two has reduced its shareholding in Ninety One plc to 31.2132%, with its aggregate shareholding in the combined Ninety One plc and Ninety One Limited now standing at 25.4211% on a joint electorate basis, following an in-specie transfer of 7,178,638 ordinary shares at GBP 2.089533 per share on August 3, 2026. This disposal was notified on August 5, 2026, and is considered an initial notification under UK MAR and JSE Listings Requirements, as Forty Two Point Two is an associate of directors and persons discharging managerial responsibilities.
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| Ninety One Limited Incorporated in the Republic of South Africa Registration number 2019/526481/06 JSE share code: NY1 ISIN: ZAE000282356 | Ninety One plc Incorporated in England and Wales Registration number 12245293 LSE share code: N91 JSE share code: N91 ISIN: GB00BJHPLV88 LEI: 549300G0TJCT3K15ZG14 |
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.
TR-1: Standard form for notification of major holdings
Issuer Details
ISIN
GB00BJHPLV88
Issuer Name
NINETY ONE PLC
UK or Non-UK Issuer
UK
Reason for Notification
An acquisition or disposal of voting rights
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
Details of the shareholder
City of registered office (if applicable)
Country of registered office (if applicable)
- Date on which the threshold was crossed or reached
- Date on which Issuer notified
- Total positions of person(s) subject to the notification obligation
| % 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 | |
|---|---|---|---|---|
| Resulting situation on the date on which threshold was crossed or reached | 31.2132 | 0.0000 | 31.2132 | 206,533,920 |
| Position of previous notification (if applicable) | 32.0032 | 0.0000 | 32.0032 | 212,048,101 |
| 8A. Voting rights attached to shares | ||||
| 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) |
| GB00BJHPLV88 | 206,533,920 | 0 | 31.2132 | 0 |
| Sub Total 8.A | 206,533,920 | 31.2132 | ||
| 8B1. Financial Instruments according to (DTR5.3.1R.(1) (a)) | ||||
| 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 |
Sub Total 8.B1
- Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
| Type of financial instrument | Expiration date | Exercise/conversion period | Physical or cash settlement | Number of voting rights | % of voting rights |
Sub Total 8.B2
- Information in relation to the person subject to the notification obligation
| 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 |
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
- Additional Information
- Date of Completion
- Place Of Completion
London
| a) | Legal person | Forty Two Point Two |
| 2 | Reason for the notification | |
| 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 |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Ninety One plc |
| b) | LEI | 549300G0TJCT3K15ZG14 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of GBP0.0001 each GB00BJHPLV88 |
| b) | Nature of the transaction | Disposal via an in specie transfer |
| c) | Price(s) and volume(s) | Price GBP 2.089533 Volume 7,178,638 |
| d) | Date of the transaction | 3 August 2026 |
| e) | Place of the transaction | London |
Date of release: 5 August 2026
JSE Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.