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Adler Group S.A.: Veröffentlichung gemäß Artikel 11(6) des luxemburgischen Transparenzgesetzes mit dem Ziel der europaweiten Verbreitung
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DGAP Stimmrechtsmitteilung: Adler Group S.A.
Adler Group S.A.: Veröffentlichung gemäß Artikel 11(6) des luxemburgischen
Transparenzgesetzes mit dem Ziel der europaweiten Verbreitung
02.05.2022 / 16:37
Veröffentlichung einer Stimmrechtsmitteilung übermittelt durch DGAP - ein
Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
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ANNEX A: Standard form for notification of major holdings
Form to be used for the purposes of notifying a change in major
holdings pursuant to the amended law and Grand-ducal Regulation of 11
January 2008 on transparency requirements for issuers (referred to as
'the Transparency Law' and 'the Transparency Regulation')
NOTIFICATION OF
MAJOR HOLDINGS (to
be sent to the
relevant issuer and
to the CSSF)i
1. Identity of the
issuer or the
underlying issuer
of existing shares
to which voting
rights are
attachedii:
ADLER Group S.A.
1B, Heienhaff,
L-1736
Senningerberg,
Grand Duchy of
Luxembourg R.C.S.
Luxembourg: B
197554
2. Reason for the
notification
(please tick the
appropriate box or
boxes): [ ] An
acquisition or
disposal of voting
rights [ ] An
acquisition or
disposal of
financial
instruments [ ] An
event changing the
breakdown of voting
rights [X] Other
(please
specify)iii:
3. Details of
person subject to
the notification
obligationiv:
Name: City and
country of
registered
office (if
applicable):
GLAS Trust London,
Corporation Limited United
Kingdom
4. Full name of
shareholder(s) (if
different from
3.)v:
5. Date on which 1-
the threshold was 9-
crossed or /-
reachedvi: 0-
4-
/-
2-
0-
2-
2
6. Total positions
of person(s)
subject to the
notification
obligation:
% of % of Total Total
voting voting of number of
rights rights both voting
atta- through in % rights of
ched financial (7.A issuervii
to instru- +
shares ments 7.B)
(total (total of
of 7.B.1 +
7.A) 7.B.2)
Resulting situation 0.00 % 0.00 % 0.00 117,510,233
on the date on %
which threshold was
crossed or reached
Position of 20.49 0.00 % 20.49 /
previous % %
notification (if
applicable)
7.
Noti-
fied
details
of the
resul-
ting
situati-
on on
the
date on
which
the
thres-
hold
was
crossed
or
reached-
viii:
A:
Voting
rights
atta-
ched to
shares
Class/- N- % of
type of u- vo-
shares m- ting
ISIN b- right-
code e- s
(if r
possibl- o-
e) f
v-
o-
t-
i-
n-
g
r-
i-
g-
h-
t-
s-
i-
x
Direct Indi- Direct Indi-
(Art. 8 rect (Art. 8 rect
of the (Art. of the (Art.
Transpa- 9 of Transpa- 9 of
rency the rency the
Law) Trans- Law) Trans-
paren- paren-
cy cy
Law) Law)
% %
% %
% %
SUBTOTA- 0 0.00
L A %
(Direct
&
Indirec-
t)
B 1:
Financi-
al
Instru-
ments
accor-
ding to
Art.
12(1)(a-
) of
the
Transpa-
rency
Law
Type of Expi- E- Num- % of
financi- rati- x- ber vo-
al on e- of ting
instru- datex r- vo- righ-
ment c- tin- ts
i- g
s- rig-
e- hts
/ tha-
C- t
o- may
n- be
v- ac-
e- qui-
r- red
s- if
i- the
o- in-
n str-
P- um-
e- ent
r- is
i- exe-
o- rci-
d- se-
x- d/
i con-
ver-
te-
d.
%
%
%
S- 0 0.00
U- %
B-
T-
O-
T-
A-
L
B-
.-
1
B 2:
Financi-
al
Instru-
ments
with
similar
econo-
mic
effect
accor-
ding to
Art.
12(1)(b-
) of
the
Transpa-
rency
Law
Type of E- E- P- N- % of
financi- x- x- h- u- vo-
al p- e- y- m- ting
instru- i- r- s- b- righ-
ment r- c- i- e- ts
a- i- c- r
t- s- a- o-
i- e- l f
o- / o- v-
n C- r o-
d- o- c- t-
a- n- a- i-
t- v- s- n-
e- e- h g
x r- s- r-
s- e- i-
i- t- g-
o- t- h-
n l- t-
P- e- s
e- m-
r- e-
i- n-
o- t-
d- x-
x- i-
i i
%
%
%
S- 0 0.00
U- %
B-
T-
O-
T-
A-
L
B-
.-
2
8.
Informa-
tion in
relati-
on to
the
person
subject
to the
notifi-
cation
obliga-
tion:
(please
tick
the
applica-
ble
box)
[X]
Person
subject
to the
notifi-
cation
obliga-
tion is
not
control-
led by
any
natural
person
or
legal
entity
and
does
not
control
any
other
underta-
king(s)
holding
direct-
ly or
indi-
rectly
an
inte-
rest in
the
(underl-
ying)
issuer.-
xiii [
] Full
chain
of
control-
led
underta-
kings
through
which
the
voting
rights
and/or
the
financi-
al
instru-
ments
are
effec-
tively
held
star-
ting
with
the
ultima-
te
control-
ling
natural
person
or
legal
entity-
xiv
(please
provide
a
separa-
te
organi-
satio-
nal
chart
in case
of a
complex
structu-
re):
N° N- % of % of T- Di-
a- voting voting o- rect-
m- rights rights t- ly
e- held through a- con-
x- by financi- l trol-
v ultima- al o- led
te instru- f by
con- ments b- (use
trol- held by o- numbe-
ling ultimate t- r(s)
person control- h from
or ling 1st
entity person colum-
or or n)
held entity
direct- or held
ly by directly
any by any
subsi- subsidia-
diary ry if it
if it equals
equals or is
or is higher
higher than the
than notifia-
the ble
noti- thres-
fiable hold
thres-
hold
% % %
% % %
% % %
% % %
% % %
9. In
case of
proxy
voting:
The
proxy
holder
named
will
cease
to hold
% and
number
of
voting
rights
as of .
10.
Additio-
nal
informa-
tionxvi-
:
GLAS
Trust
Corpora-
tion
Limited
was
acting
as
trustee
and
securi-
ty
agent
of
Vonovia
Finance
BV and
held
24,082,-
663
shares
on its
behalf.
All
24,082,-
663
shares
have
been
trans-
ferred
to the
custody
account
of
Vonovia
SE.
Done at London, United Kingdom On 28/04/2022
Notes
i Please note that national forms may vary due to specific national
legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the
applicable thresholds or information regarding capital holdings.
ii Full name of the legal entity and further specification of the issuer or
underlying issuer, provided it is reliable and accurate (e.g. address, LEI,
domestic number identity).
iii Other reason for the notification could be voluntary notifications,
changes of attribution of the nature of the holding (e.g. expiring of
financial instruments) or acting in concert.
iv This should be the full name of (a) the shareholder; (b) the natural
person or legal entity acquiring, disposing of or exercising voting rights
in the cases provided for in Article 9 (b) to (h) of the Transparency Law;
or (c) the holder of financial instruments referred to in Article 12(1) of
the Transparency Law.
As the disclosure of cases of acting in concert may vary due to the specific
circumstances (e.g. same or different total positions of the parties,
entering or exiting of acting in concert by a single party) the standard
form does not provide for a specific method how to notify cases of acting in
concert.
In relation to the transactions referred to in points (b) to (h) of Article
9 of the Transparency Law, the following list is provided as indication of
the persons who should be mentioned:
* in the circumstances foreseen in letter (b) of Article 9 of that Law,
the natural person or legal entity that acquires the voting rights and
is entitled to exercise them under the agreement and the natural person
or legal entity who is transferring temporarily for consideration the
voting rights;
* in the circumstances foreseen in letter (c) of Article 9 of that Law,
the natural person or legal entity holding the collateral, provided the
person or entity controls the voting rights and declares its intention
of exercising them, and natural person or legal entity lodging the
collateral under these conditions;
* in the circumstances foreseen in letter (d) of Article 9 of that Law,
the natural person or legal entity who has a life interest in shares if
that person or entity is entitled to exercise the voting rights attached
to the shares and the natural person or legal entity who is disposing of
the voting rights when the life interest is created;
* in the circumstances foreseen in letter (e) of Article 9 of that Law,
the controlling natural person or legal entity and, provided it has a
notification duty at an individual level under Article 8, under letters
(a) to (d) of Article 9 of that Law or under a combination of any of
those situations, the controlled undertaking;
* in the circumstances foreseen in letter (f) of Article 9 of that Law,
the deposit taker of the shares, if he can exercise the voting rights
attached to the shares deposited with him at his discretion, and the
depositor of the shares allowing the deposit taker to exercise the
voting rights at his discretion;
* in the circumstances foreseen in letter (g) of Article 9 of that Law,
the natural person or legal entity that controls the voting rights;
* in the circumstances foreseen in letter (h) of Article 9 of that Law,
the proxy holder, if he can exercise the voting rights at his
discretion, and the shareholder who has given his proxy to the proxy
holder allowing the latter to exercise the voting rights at his
discretion (e.g. management companies).
v Applicable in the cases provided for in Article 9 (b) to (h) of the
Transparency Law. This should be the full name of the shareholder who is the
counterparty to the natural person or legal entity referred to in Article 9
of that Law unless the percentage of voting rights held by the shareholder
is lower than the 5% threshold for the disclosure of voting rights holdings
(e.g. identification of funds managed by management companies).
vi The date on which threshold is crossed or reached should be the date on
which the acquisition or disposal took place or the other reason triggered
the notification obligation. For passive crossings, the date when the
corporate event took effect.
vii The total number of voting rights shall be composed of all the shares,
including depository receipts representing shares, to which voting rights
are attached even if the exercise thereof is suspended.
viii If the holding has fallen below the 5% threshold, please note that it
is not necessary to disclose the extent of the holding, only that the new
holding is below that threshold.
ix In case of combined holdings of shares with voting rights attached
'direct holding' and voting rights 'indirect holding', please split the
voting rights number and percentage into the direct and indirect columns -
if there is no combined holdings, please leave the relevant box blank.
x Date of maturity/expiration of the financial instrument i.e. the date when
right to acquire shares ends.
xi If the financial instrument has such a period - please specify this
period - for example once every 3 months starting from [date].
xii In case of cash settled instruments the number and percentages of voting
rights is to be presented on a delta-adjusted basis (Article 12(2) of the
Transparency Law).
xiii If the person subject to the notification obligation is either
controlled and/or does control another undertaking then the second option
applies.
xiv The full chain of controlled undertakings starting with the ultimate
controlling natural person or legal entity also has to be presented in the
cases in which only on subsidiary level a threshold is crossed or reached
and the subsidiary undertaking discloses the notification as only then the
market always gets the full picture of the group holdings. In case of
multiple chains through which the voting rights and/or financial instruments
are effectively held the chains have to be presented chain by chain leaving
a row free between different chains (e.g.: A, B, C, free row, A, B, D, free
row, A, E, F etc.). Numbers shall be attributed to all persons or entities
within the group in column 1 in order to allow a clear indication of the
control structure in column 6. The names of all undertakings of the control
chain shall be provided in column 2, even if the number of the directly held
voting rights and/or financial instruments is not equal or higher than the
notifiable threshold. Columns 3 & 4 shall indicate the holdings of those
persons or entities directly holding the voting rights and/or financial
instruments if the holding is equal or higher than the notifiable threshold.
xv The names of controlled undertakings through which the voting rights
and/or financial instruments are effectively held have to be presented
irrespectively whether the controlled undertakings cross or reach the lowest
applicable threshold themselves.
xvi Example: Correction of a previous notification.
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Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen.
Medienarchiv unter http://www.dgap.de
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Sprache: Deutsch
Unternehmen: Adler Group S.A.
1B Heienhaff
1736 Senningerberg
Luxemburg
Internet: www.adler-group.com
Ende der Mitteilung DGAP News-Service
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1341377 02.05.2022
°
Quelle: dpa-AFX
