Aroundtown SA
Aroundtown SA notification of a change in major holdings pursuant to the modified law and grand-ducal requlation 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 requlation of 11 January 2008 on transparency requirements for issuers of securities
24.03.2023 / 18:32 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.
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") (HOS-1 form)
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the CSSF)i
| Filing reference |
3213 |
| Submitted at (Luxembourg time) |
2023-03-24 18:06 |
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii:
Aroundtown SA
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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
shares (ISIN code
if possible) |
Number of
voting rights
directix |
Number of
voting rights
indirectix |
directix |
% of voting rights % of voting rights
indirectix |
| LU1673108939 |
0 |
17,765,543 |
0.00 |
1.15 |
SUBTOTAL A
(Direct & Indirect) |
17,765,543 |
|
1.15 |
|
B.1: Financial Instruments according to Art. 12(1)(a) of the Transparency Law
| Type of financial |
Expiration datex |
Exercise/ |
Number of |
% of voting rights |
| instrument |
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Conversion |
voting rights that |
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Periodxi |
may be acquired |
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if the instrument |
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is exercised/ |
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converted |
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| N/A |
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B.2: Financial Instruments with similar economic effect according to Art. 12(1)(b) of the Transparency Law
| Type of |
Expiration |
Exercise/Conv |
Physical or |
Number of |
% of voting |
| financial |
datex |
ersion |
cash |
voting rights |
l rights |
| instrument |
|
Periodxi |
settlementxii |
|
|
| Equity Swap |
|
04/04/2023 –
04/04/2028 |
i CASH |
55,836,655 |
3.63 |
| SUBTOTAL B.2 |
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55,836,655 |
3.63 |
8.
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:
See Separate organisational chart attached to the present notification.
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% of voting |
% of voting |
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| N |
Namexv |
rights held by |
rights through |
Total of both |
Directly |
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| o |
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ultimate |
financial |
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controlled |
bv |
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controlling |
instruments |
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(use |
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person or |
held by |
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number(s) |
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entity or held |
ultimate |
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from |
1 st |
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directly by any |
controlling |
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column) |
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subsidiary if it |
person or |
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equals or is |
entity or held |
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higher than |
directly by any |
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the notifiable |
subsidiary if it |
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threshold |
equals or is |
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higher than |
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the notifiable |
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threshold |
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| N/A |
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9. In case of proxy voting:
N/A
10. Additional informationxvi:
Chain of controlled undertakings: JPMorgan Chase & Co. JPMorgan Chase Bank, National Association (100%) J.P. Morgan International Finance Limited (100%) J.P. Morgan Capital Holdings Limited (100%) J.P. Morgan Securities plc (100%) JPMorqan Chase & Co. JPMorgan Chase Holdings LLC (100%) J.P. Morgan Broker-Dealer Holdings Inc.
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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 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 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.
24.03.2023 CET/CEST The EQS Distribution Services include Requlatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com
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| Company: |
Aroundtown SA |
|
37, Boulevard Joseph II |
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L-1840 Luxembourg |
|
Luxemburq |
| Internet: |
http://www.aroundtown.de |
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