TR-1: Standard 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 attachedii: |
Keywords Studios plc (Company No. 08548351) |
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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 |
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 fund listed in Exhibit C.
Nuveen Asset Management, LLC on behalf of the account listed in Exhibit D.
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City and country of registered office (if applicable) |
TIAA-CREF Investment Management, LLC - New York, USA
Teachers Advisors, LLC. - New York, USA
Nuveen Asset Management, LLC. - Chicago, USA |
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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: |
21 May 2019 |
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6. Date on which issuer notified (DD/MM/YYYY): |
22 May 2019 |
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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 |
3.024% |
0% |
3.024% |
64,039,529 |
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Position of previous notification (if applicable) |
2.956% |
0% |
2.956% |
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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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GB00BBQ38507 |
1,936,787 |
0% |
3.024% |
0% |
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SUBTOTAL 8. A |
1,936,787 |
3.024% |
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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/ Nuveen Asset Management, 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 May 21, 2019, CREF bought 48,627 voting shares of Keywords Studios plc bringing its holdings to 661,607 voting shares equivalent to a voting share ownership percentage of 1.033% of Keywords Studios 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 Keywords Studios is 64,039,529.
For your information, CREF is a U.S. based investment company, which is registered with the Securities and Exchange Commission ("SEC"). CREF has multiple investment accounts, each with separate investment objectives and policies. All assets in the accounts are beneficially owned by CREF, and all the accounts are managed by TIAA-CREF Investment Management, LLC ("TCIM"), an SEC registered investment adviser.
Additionally, a fund managed by an affiliate of CREF, Teachers Advisors, LLC ("TAL"), owns 904,286 voting shares of Keywords Studios plc equivalent to a 1.412% voting share ownership percentage of Keywords Studios 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.
Furthermore, Nuveen Asset Management, LLC ("NAM"), an affiliate of CREF, owns 370,894 voting shares of Keywords Studios plc equivalent to a 0.579% voting share ownership percentage of Keywords Studios plc held through the separate accounts that it advises.
A total of 1,936,787 voting shares or 3.024% of the outstanding voting shares of Keywords Studios plc are owned, in aggregate, by CREF and these affiliated funds and accounts. TAL and TCIM follow the same policies when voting on behalf of CREF and the Funds. Additionally, each of TAL, TCIM and NAM separately and independently vote all proxies for shares held in Keywords Studios plc. We are therefore aggregating the holdings in Keywords Studios 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, New York, New York 10017-3206 USA |
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Date of completion |
22 May 2019 |
Exhibit A
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TIAA-CREF |
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Summary of Holdings in Keywords Studios plc |
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Between May 20, 2019 - May 21, 2019 |
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TIAA-CREF Investment Management LLC ("CREF") |
Teachers Advisors LLC |
TCIM & TAL Aggregate Holdings |
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Global Equities Account |
Stock Account |
Total CREF Holdings |
Total CREF % |
TIAA-CREF International |
Total Mutual Funds % |
Total Holdings |
Total % |
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Holdings as of May 20, 2019 |
577,276 |
35,704 |
612,980 |
0.957% |
904,286 |
1.412% |
1,517,266 |
2.369% |
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Transactions as of May 21, 2019 |
- |
48,627 |
48,627 |
0.076% |
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0.000% |
48,627 |
0.076% |
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Holdings as of May 21 2019 |
577,276 |
84,331 |
661,607 |
1.033% |
904,286 |
1.412% |
1,565,893 |
2.445% |
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Total Voting Shares Outstanding |
64,039,529 |
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Nuveen Asset Management LLC (NAM) |
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NAM |
Total NAM Holdings |
Total NAM % |
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Holdings as of May 20, 2019 |
370,894 |
370,894 |
0.579% |
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Transactions as of May 21, 2019 |
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- |
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Holdings as of May 21, 2019 |
370,894 |
370,894 |
0.579% |
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Total Combined |
Total Percentage |
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1,936,787 |
3.024% |
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Exhibit B
Exhibit B.
TIAA-CREF Investment Management, LLC
College Retirement Equities Fund ("CREF") *
· CREF Stock Account
· CREF Global Equities Account
* Registered Investment Company
Exhibit C
Exhibit C.
Teachers Advisors, LLC
TIAA-CREF Funds *
· International Opportunities Fund
* Registered Investment Company
Exhibit D
Exhibit D.
· Nuveen Asset Management, LLC*
* Registered Investment Adviser.