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Aroundtown S.A. Major Shareholding Notification 2019

Sep 27, 2019

6213_rns_2019-09-27_ba576274-9e92-4e4b-8e83-e8d560541c64.pdf

Major Shareholding Notification

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Aroundtown SA (IRSH)

26-Sep-2019 / 17:37 CET/CEST

Dissemination of a RegulatoryAnnouncement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

ANNEXA: Standard formfor notification of major holdings

Form to be used for the purposesof notifying a change in major holdingspursuant 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:
Aroundtown SA; LEI 529900H4DWG3KWMBMQ39; CSSF reference number E-3474
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:
3.
Details
of
person
subject
to
the
notification
obligationiv:
Name: TLG ImmobilienAG, Berlin, Germany City and country of registered office (if applicable):
4.
Full
name
of
shareholder(s)
(if different from 3.)v:
5.
Date
on
which
the
threshold
was
crossed
or
reachedvi:
25/09/2019
6.
Total
positions
of
person(s)
subject
to
the
notification
obligation:
%
of voting rights attached to
%
of voting rights through
Total number of voting
shares (total of 7.A) financial instruments rights of issuervii
(total of 7.B.1 + 7.B.2) Total of both in
%
(7.A + 7.B)
Resulting situation on the date
on which threshold was 12.99 % 1.99 % 14.98 %1,223,574,261
crossed or reached
Position of previous /
9.99 % 4.99 % 14.98 %
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
voting
rightsix
%
of
voting
rights
shares
Direct
Indirect Direct Indirect
ISIN code (if
possible) (Art. 8 of the (Art. 9 of the (Art. 8 of the Transparency Law) (Art. 9 of the
Transparency Law) Transparency Law) Transparency Law)
LU1673108939 159,064,652 12.99 % %
% %
% %
SUBTOTALA 159,064,652 12.99 %
(Direct
&
Indirect)
B
1:
Financial
Instruments
according
toArt.
12(1)(a)
of
the
Transparency
Law
Type
of
financial
instrument
Expiration
datex
Exercise/
Conversion
Periodxi
Number
of
voting
rights
that
may
be
acquired
if
the
instrument
is
exercised/
converted.
%
of
voting
rights
Option agreement 28/02/2020 24,471,485 1.99 %
%
%
SUBTOTAL
B.1
24,471,485 1.99 %

B 2: Financial Instruments with similar economic effect according toArt. 12(1)(b) of the Transparency Law

Type of financial Expiration datex Exercise/ Physical or cash settlementxii Number of voting % of voting rights

instrument Conversion
Periodxi
rights
%
%
%
SUBTOTAL
B.2
0 0 %

8. Information in relation to the person subject to the notification obligation:

(please tick the applicable box)

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.xiii

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 (please provide a separate organisational chart in case of a complex structure):

N Namexv %
of
voting
rights
held
by
ultimate
controlling
person
or
entity
or
held
directly
by
any
subsidiary
if
it
equals
or
is
higher
than
the
notifiable
threshold
%
of
voting
rights
through
financial
instruments
held
by
ultimate
controlling
person
or
entity
or
held
directly
by
any
subsidiary
if
it
equals
or
is
higher
than
the
notifiable
threshold
Total
of
both
Directly
controlled
by
(use
number(s)
from1st
column)
%% %
%% %
%% %
%% %
%% %
9.
In
case
of
proxy
voting:
will cease to hold
The proxy
holder named
as of .
%
and
number of voting
rights
---------------------------------------------------------------------------------------------------------- ---------- ----------------------------

10.Additional informationxvi:

TLG ImmobilienAG ('TLG') exercised its call option to acquire an additional 3.0% of the currently outstanding shares in Aroundtown SA ('Aroundtown') from Avisco Group ('Avisco') as agreed in the option agreement announced by TLG via ad hoc notification dated 1 September 2019. Following the exercise, TLG continues to hold a call option over 1.99% of the shares in Aroundtown;Avisco is entitled to a corresponding put option over the same number of shares.

Done atBerlinOn26/09/2019

cssF

Commission de Surveillance du Secteur Financier

/ 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 inArticle 9 (b) to (h) of the Transparency Law; or (c) the holder of financial instruments referred to inArticle 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 howto notify cases of acting in concert.

In relation to the transactions referred to in points (b) to (h) ofArticle 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) ofArticle 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) ofArticle 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) ofArticle 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) ofArticle 9 of that Law, the controlling natural person or legal entity and, provided it has a notification duty at an individual level underArticle 8, under letters (a) to (d) ofArticle 9 of that Lawor under a combination of any of those situations, the controlled undertaking;

- in the circumstances foreseen in letter (f) ofArticle 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) ofArticle 9 of that Law, the natural person or legal entity that controls the voting rights;

- in the circumstances foreseen in letter (h) ofArticle 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).

vApplicable in the cases provided for inArticle 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 inArticle 9 of that Lawunless 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 belowthe 5%threshold, please note that it is not necessary to disclose the extent of the holding, only that the newholding is belowthat 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 rowfree 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 allowa 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.

ISIN: LU1673108939, XS1227093611, XS1336607715, XS1403685636, XS1449707055, XS1532877757, XS1540071724, XS1586386739, XS1649193403, XS1700429308, XS1715306012, XS1761721262, XS1815135352, XS1753814141, CH0398677689, XS1857310814 Category Code:MSCM TIDM: IRSH LEICode: 529900H4DWG3KWMBMQ39 OAM Categories: 2.3. Major shareholding notifications Sequence No.: 21500 EQS News ID: 881149

End ofAnnouncementEQS News Service