NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:

VR Education Holdings plc

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an "X")

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify): Type 1 Disclosure as per the Transparency Directive II Regulation

3. Details of person subject to the notification obligation

Name

Octopus Investments Nominees Limited

City and country of registered office (if applicable)

33 Holborn, London, EC1N 2HT

4. Full name of shareholder(s) (if different from 3.)

Name

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reached:

20/01/2021

6. Date on which issuer notified (DD/MM/YYYY):

21/01/2021

7. 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 of issuer

Resulting situation on the date on which threshold was crossed or reached

8.22%

N/A

8.22%

241,750,995        

Position of previous notification (if applicable)

9.87%

N/A

9.87%

193,136,406

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights

% of voting rights

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)

IE00BG0HDR01

19,880,000

8.22%

SUBTOTAL 8. A

19,880,000

8.22%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (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

SUBTOTAL 8. B 1

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration
date

Exercise/
Conversion Period 

Physical or cash

settlement

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X")

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   

Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary)

X

Name

% 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

Octopus Capital Ltd

Octopus Investments Ltd

Octopus Investments Nominees Ltd

8.22%

10. In case of proxy voting, please identify:

Name of the proxy holder

N/A

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional information       N/A

Place of completion

33 Holborn, London, EC1N 2HT

Date of completion

21/01/2021