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Aroundtown S.A.

Major Shareholding Notification Jul 24, 2023

6213_mrq_2023-07-24_f53c6cc9-916e-442e-a046-a880256580c5.pdf

Major Shareholding Notification

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Aroundtown SA

Aroundtown SA notification of a change in major holdings pursuant to the modified law and grand-ducal regulation of 11 January 2008 on transparency requirements for issuers of securities

Aroundtown SA

Aroundtown SA notification of a change in major holdings pursuant to the modified law and grand-ducal regulation of 11 January 2008 on transparency requirements for issuers of securities 24.07.2023 / 12:56 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.

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:
Aroundtown SA
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
Other (please specify)iii:
3. Details of person subject to the notification obligationiv:
Name: Citigroup
City and country of registered office (if applicable):
Inc.
Wilmington,
Delaware United
states
4. Full name of shareholder(s) (if different from 3.)v:
5. Date on which the threshold was crossed or reachedvi:
19/07/2023
6. Total positions of person(s) subject to the notification obligation:
% of voting rights
attached to shares
% of voting rights
through financial
Total of both in % Total number of
voting rights of














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B 2: Financial Instruments with similar economic effect according to Art. 12(1)(b) of the
Transparency Law
Type
of
financi
al
instru
ment
Expiration datex Exercise/
Conversion
Periodxi
Physical or
cash
settlementxii
rights Number of voting % of
voting
rights
Long
Call
30.05.24-
25.11.26
Physical 66,903,669 4.3528
%
OTC
Swap
11.09.23-
18.11.28
Cash 2,424,000 0.1577
%
Short
Put
31.08.23 Physical 49,701 0.0032
%
SUBTOTAL B.2 74,068,835 4.8190
%
  1. Information in relation to the person subject to the notification obligation:

(please tick the applicable box)

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):

Namexv % of voting
rights held by
ultimate
controlling
person or
entity or held
directly by any
subsidiary if it
equals or is
higher than
% of voting
rights through
financial
instruments
held by
ultimate
controlling
person or
entity or held
directly by any
subsidiary if it
Total of both Directly
controlled by
(use number(s)
from 1st
column)
---- -------- --------------------------------------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- --------------- --------------------------------------------------------------------
the notifiable
threshold
equals or is
higher than
the
notifiable
threshold
please see
additonal
comments
% % 8
% % %
% % %
8 % %
8 % %
9. In case of proxy voting:
The proxy holder named will cease to hold % and number of voting rights as of .
10. Additional informationxvi:
Please find chain of controlled undertakings below, and attached organistaional chart.
Citigroup Inc.
Citigroup Global Markets Holdings Inc. Citigroup Financial Products Inc.
Citigroup Global Markets Europe Finance Limited
Citigroup Global Markets (International) Finance GmBH Switzerland Citigroup Global Markets Holdings
Bahamas Limited
Citigroup Global Markets Limited Citigroup Global Markets Europe AG
Done at Belfast On 21/07/2023

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 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 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 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 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 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. 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.

vii 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 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 deltaadjusted basis (Article 12(2) of the Transparency Law).

xiii If the person subject to the notification is either controlled and/or does control another undertaking then the second option applies.

xiv The full chain of controlled undertaking 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 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 rinancial 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.

24.07.2023 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.eqs-news.com

Language: English
Company: Aroundtown SA
37, Boulevard Joseph II
L-1840 Luxembourg
Luxemburq

Internet:

End of News

EQS News Service

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