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Adler Group S.A.: Release according to Article 11(6) of the Luxembourg Transparency Law with the objective of dissemination with the objective of Europe-wide distribution
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EQS Stimmrechtsmitteilung: Adler Group S.A.
Adler Group S.A.: Release according to Article 11(6) of the Luxembourg
Transparency Law with the objective of dissemination with the objective of
Europe-wide distribution
23.10.2024 / 20:00 CET/CEST
Veröffentlichung einer Stimmrechtsmitteilung übermittelt durch EQS News -
ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
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NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
CSSF)i
Filing reference 8727
Submitted at (Luxembourg time) 2024-10-22 17:37
1. Identity of the issuer or the underlying issuer of existing shares to
which voting rights are attachedii:
ADLER Group S.A.
2. Reason for the notification:
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligationiv:
Name: Sculptor Capital Management Inc
City and country of registered office (if applicable): New York, United
States of America
4. Full name of shareholder(s)v:
The person is the same as the person subject to the notification (section 3)
5. Date on which the threshold was crossed or reachedvi:
2024-10-15
6. Total positions of person(s) subject to the notification obligation:
% of voting % of voting Total Total
rights rights through of both number of
attached to financial in % voting
shares instruments (7.A + rights of
(total of (total of 7.B.1 + 7.B) issuervii
7.A) 7.B.2)
Resulting 8.95 0.00 8.95 606,504,428
situation on the
date on which
threshold was
crossed or
reached
Position of 8.95 0.00 8.95 -
previous
notification (if
applicable)
7. Notified details of the resulting situation on the date on which the
threshold was crossed or reachedviii:
A: Voting rights attached to shares
Class/type of Number of Number of % of % of voting
shares (ISIN code voting voting rights voting rights
if possible) rights indirectix rights indirectix
directix directix
LU2900363131 50,421,881 8 8.31 0.00
LU1250154413 3,887,077 0 0.64 0.00
SUBTOTAL A 54,308,966 8.95
(Direct &
Indirect)
B.1: Financial Instruments according to Art. 12(1)(a) of the Transparency
Law
Type of Expi- Exercise/ Number of voting rights that may % of
financial rati- Conversion be acquired if the instrument is voting
instrument on Periodxi exercised/ converted rights
datex
N/A
B.2: Financial Instruments with similar economic effect according to Art.
12(1)(b) of the Transparency Law
Type of Expira- Exercise/Con- Physical or Number of % of
financial tion version cash voting voting
instrument datex Periodxi settlementxii rights rights
N/A
8. Information in relation to the person subject to the notification
obligation:
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 entityxiv:
N Namexv % of voting rights % of voting rights To- Directly
° held by ultimate through financial tal control-
controlling person or instruments held by of led by
entity or held ultimate controlling both (use
directly by any person or entity or number(s)
subsidiary if it held directly by any from 1st
equals or is higher subsidiary if it column)
than the notifiable equals or is higher
threshold than the notifiable
threshold
1 Sculp- 2.44 0.00 2.44 1
tor SC
II, LP
2 Sculp- 1.09 0.00 1.09 1
tor
Credit
Oppor-
tuni-
ties
Master
Fund,
Ltd
3 Sculp- 5.43 0.00 5.43 1
tor
Master
Fund,
Ltd.
9. In case of proxy voting:
N/A
10. Additional informationxvi:
Sculptor Capital Management, Inc. holds its interests in Sculptor Capital LP
and Sculptor Sculptor II LP indirectly through Sculptor Capital Holding
Corporation, a wholly owned subsidiary of Sculptor Capital Management, Inc..
Sculptor Capital Holding Corporation is the general partner of Sculptor
Capital LP. * Personnel of Rithm and Sculptor may not communicate with any
personnel of the other, any "Confidential Information", unless such
communication is authorized in advance by Sculptor Compliance or Rithm
Legal. "Confidential Information" includes: (i) any material, non-public
information about specific securities or issuers of such securities that
relates to past, current or actually anticipated trades or positions in
specific securities, (ii) proprietary or non- public information regarding
positions in specific securities held by the respective advisory clients of
their affiliated investment advisers (including individual and institutional
managed account clients, funds and other investment vehicles, as
applicable), proposed or (declined) transactions in specific securities or
position-level trading strategies in specific securities on behalf of any
such advisory clients, (iii) information about a specific security or issuer
of a security in relation to past, current or actually anticipated trades or
positions provided to or obtained by Rithm or Sculptor, as applicable,
pursuant to a confidentiality agreement not to trade, and (iv) non-public
information and data on past, current or actually anticipated trades or
positions in commodities interests. * Personnel of Rithm and Sculptor may
not influence, coordinate or otherwise participate in any investment or
voting decision-making of the other with respect to any specific or
contemplated securities transactions in specific securities (e.g., agree to
vote proxies a certain way or coordinate the trading of an issuer's
securities with another desk or discuss in any way Confidential Information
that may influence potential trading or the voting of any such securities).
* Sculptor employees that engage in securities transactions ("Sculptor
Trading Employees") are required to be physically separated from Rithm
employees that engage in securities transactions ("Rithm Trading Employees"
and together with Sculptor Trading Employees, "Trading Employees") so they
cannot overhear telephone conversations, see computer screens, or see items
on the desks of Rithm Trading Employees or Sculptor Trading Employees about
the securities transactions or other Confidential Information relating to
the other, as applicable. * Sculptor and Rithm do not share common servers
and there is otherwise an information barrier between Sculptor and Rithm
which is controlled by Sculptor Compliance and Rithm Legal. Contact person:
Aggy Hammond, Sculptor Capital Management Europe Limited., Park House, 116
Park Street, London W1K 6AF, United Kingdom.
Date: 2024-10-22 17:37
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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Sprache: Deutsch
Unternehmen: Adler Group S.A.
55 Allée Scheffer
2520 Luxemburg
Luxemburg
Internet: www.adler-group.com
Ende der Mitteilung EQS News-Service
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2014787 23.10.2024 CET/CEST
°
Quelle: dpa-AFX
