Major Shareholding Notification • Jun 20, 2023
Major Shareholding Notification
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Stimmrechtsanteile | 20 Juni 2023 18:30
Novem Group S.A.: Release according to Article 11, Section 6 of the Luxembourg Transparency Law and Article 40, Section 1 of WpHG with the objective of Europe-wide distribution
Novem Group S.A.
Novem Group S.A.: Release according to Article 11, Section 6 of the Luxembourg Transparency Law and Article 40, Section 1 of WpHG with the objective of Europe-wide distribution 20.06.2023 / 18:30 CET/CEST
Dissemination of a Voting Rights Announcement transmitted by EQS News – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Date:22 October
2015 ESMA/2015/1597
Novem Group S.A.
2. Reason for the notification (please tick the appropriate box or boxes):
[X] An acquisition or disposal of voting rights
[ ] An acquisition or disposal of financial instruments [ ] An event changing the breakdown of voting rights [ ] Other (please specify)iii:
| Name: Mondrian Investment |
City and country of registered offi ce (if applicable): London, |
|---|---|
| Partners | United |
| Limited | Kingdom |
4. Full name of shareholder(s) (if different from 3.)v: n/a
16 June 2023
| % of voting rights at- tached to shares (to- tal of 7.A) |
% of voting rights through financial instru- ments (total of 7.B.1 + 7.B.2) |
Total of both in % (7.A + 7.B) |
Total number of voting rights of is suervii |
|
|---|---|---|---|---|
| Resulting situation on the date on which threshold was crossed or reached |
4.94% | n/a | 4.94% | 43,030,303 |
| Position of previous notification (if appli cable) |
5.60% | n/a | 5.60% | |
| 7. Notified details of the resulting situation on the date on which the threshold was |
crossed or reachedviii:
| Class/type of shares ISIN code (if possi- ble) |
Number of voting |
rightsix | % of voting rights |
||
|---|---|---|---|---|---|
| Direct (Art 9 of Directive 2004/109/EC) |
Indirect (Art 10 of Directive 2004/109/EC) |
Direct (Art 9 of Directive 2004/109/EC) |
Indirect (Art 10 of Directive 2004/109/EC) |
||
| LU2356314745 | n/a | 2,125,908 | n/a | 4.94% | |
| SUBTOTAL A |
2,125,908 | 4.94% |
| B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC |
||||
|---|---|---|---|---|
| Type of financial in- strument |
Expiration datex |
Exercise/ Conversion Periodxi |
Number of voting rights that may be acquired if the instrument is exer- cised/ converted. |
% of voting rights |
| SUBTOTAL B.1 |
| B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC |
|||||
|---|---|---|---|---|---|
| Type of financial instrument |
Expiration datex |
Exercise/ Conversion Pe- riod xi |
Physical or cash settlementxii |
Number of voting rights |
% of voting rights |
| SUBTOTAL B.2 |
8. Information in relation to the person subject to the notification obligation (please tick the applica- ble box):
[ ] Person subject to the notification obligation is not controlled by any natural person or legal en- tity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.xiii
[X] 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 le- gal entityxiv:
| Namexv | % of voting rights if it equals or is higher than the notifiable threshold |
% of voting rights through financial in struments if it equals or is higher than the notifiable threshold |
Total of both if it equals or is higher than the notifiable threshold |
|---|---|---|---|
| AVGP Limited |
|||
| Atlantic Value Invest- ment Partnership LP |
|||
| MIPL Holdings Limited |
|||
| MIPL Group Limited |
|||
| Mondrian Investment Partners Limited |
4.94% | 4.94% |
In case of proxy voting: [name of the proxy holder] will cease to hold [% and number] voting rights as of [date]
Additional information (xvi):
The shares and voting rights referred to in Section 8 of this form are held in portfolios and funds managed on a discretionary basis by Mondrian Investment Partners Limited. Client assets managed
by Mondrian are custodied at our client's custodians of choice (i.e., Mondrian does not act as custodian for any of its clients).
Done at LONDON on 20 June 2023.
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 10 (b) to (h) of Directive 2004/109/EC; or (c) the holder of financial instruments referred to in Article 13(1) of Directive 2004/109/EC.
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 10 of Directive 2004/109/EC, the following list is provided as indication of the persons who should be mentioned:
in the circumstances foreseen in letter (b) of Article 10 of that Directive, the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the
20.06.23, 18:30 Novem Group S.A.: Release according to Article 11, Section 6 of the Luxembourg Transparency Law and Article 40, Section 1 … agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;
v Applicable in the cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC. This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Article 10 of that Directive unless the percentage of voting rights held by the shareholder is lower than the lowest notifiable threshold for the dis- closure of voting rights holdings in accordance with national practices (e.g. identification of funds managed by manage- ment 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 lowest applicable threshold in accordance with national law, please note that it might not be necessary in accordance with national law 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.
20.06.23, 18:30 Novem Group S.A.: Release according to Article 11, Section 6 of the Luxembourg Transparency Law and Article 40, Section 1 …
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 13(1a) of Directive 2004/109/EC).
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 has to be presented also in the cases, in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only thus the markets get always 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.).
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.
20.06.2023 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.eqs-news.com
Language: English
Company: Novem Group S.A. 19, rue Edmond Reuter L-5326 Contern Luxemburg
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