Major Shareholding Notification • Jul 30, 2021
Major Shareholding Notification
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Unofficial Translation This is an unofficial translation and it has been prepared for information purposes only. In the event of any discrepancy between this translation and the Portuguese version, the Portuguese version will prevail.
Pursuant to and for the purposes of article 17 of Regulation (EU) number 596/2014 of the European Parliament and of the Council of 16 April 2014, of CMVM's Regulation number 5/2008, of article 248-A of the Portuguese Securities Code and other applicable regulation, REN – Redes Energéticas Nacionais, S.G.P.S., S.A. ("REN") hereby informs the market and the general public that it has received today from the companies Mazoon B.V. and Pontegadea Inversiones S.L. the attached communications.
According to such communications, Pontegadea Inversiones S.L. acquired from Mazoon B.V. the total shares that the latter held in REN, corresponding to 12.006% of REN's share capital. As a result of the above mentioned acquisition, Pontegadea Inversiones S.L. holds directly 12.006% of the voting rights in REN, such voting rights being also attributable to Mr. Amancio Ortega Gaona pursuant to the Portuguese Securities Code.
REN – REDES ENERGÉTICAS NACIONAIS, SGPS, S.A.
Lisbon, July 30 2021
Herikebergweg 88, Jupiter building, 2nd floor, 1101 CM Amsterdam, the Netherlands Dutch Trade Register no. 55116736
To:
REN– Redes Energéticas Nacionais, S.G.P.S., S.A. Investor Relations Department Att.: Mr. Gonçalo Morais Soares (Representative for the relations with the market) [email protected] To: Comissão do Mercado de Valores Mobiliários [email protected]
Amsterdam, 30 July 2021
Dear Sirs,
Under the terms and for the purpose of article 16 of the Portuguese Securities Code and Article 2 of CMVM Regulation no. 5/2008, Mazoon, B.V., a company incorporated in the Netherlands, with headoffice at Herikebergweg 88, Jupiter building, 2nd floor, 1101 CM Amsterdam, indirectly held by OQ S.A.O.C (formerly, Oman Oil Company S.A.O.C), hereby notifies you of the disposal of the 80,100,000 shares it held in the share capital of REN– Redes Energéticas Nacionais, S.G.P.S., S.A. ("REN") through an over-the-counter transaction.
As a result, Mazoon B.V. and, indirectly, OQ S.A.O.C., no longer holds shares in REN.
We attach the corresponding disclosure form and remain available to address any clarifications you may require.
Kind regards,
__________________________
For Mazoon B.V.
cable)
Date:22 October 2015 ESMA/2015/1597
| A: Voting rights attached to shares | ||||
|---|---|---|---|---|
| Class/type of shares |
Number of voting rights x | % of voting rights | ||
| ISIN code (if possi- ble) |
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) |
| PTREL0AM0008 | 0 | 0 | 0% | 0% |
| SUBTOTAL A | 0 | 0% |
| B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC | ||||
|---|---|---|---|---|
| Type of financial in- strument |
Expiration $date^*$ |
Exercise/ Conversion Period ® |
Number of voting rights that may be acquired if the instrument is exer- cised/converted. |
% of voting rights |
| SUBTOTAL B.1 |
| 2004/109/EC Type of financial instrument |
Expiration date * |
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive Exercise/ Conversion Pe- riod *i |
Physical or cash settlementxii |
Number of voting rights |
% of voting rights |
|---|---|---|---|---|---|
| SUBTOTAL B.2 |
| * * * | |||
|---|---|---|---|
| ٠ | |||
| ∗ esma | |||
| ÷ | |||
| * ⊥ |
[] 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.**
[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 legal entityxiv:
| Name ™ | % 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 |
|---|---|---|---|
| Sultanate of Oman | $0\%$ | 0% | |
| Oman Oil Company S.A.O.C. |
$0\%$ | 0% | |
| Oman Oil Holding Eu- rope B.V. |
$0\%$ | $0\%$ | |
| Mazoon B.V. | 0% | $0\%$ |
In case of proxy voting: [name of the proxy holder] will cease to hold [% and number] voting rights as of [date]
Additional information** $N/A$
Done at Muscat on 30 July 2021.
Cantón Grande, 4 15003 A Coruña
REN - Redes Energéticas Nacionais, S.G.P.S., S.A. Board of directors (conselho de administração) Att.: Mr. Gonçalo Morais Soares (CFO) Av. Estados Unidos da América, n.º 55 1749-061 Lisboa CC: Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários) $\text{cmvm}(a)$ cmvm.pt
A Coruña, July 30, 2021
Dear Sirs,
Pursuant to and for the purposes of Article 16 of the Portuguese Securities Code (Código dos Valores Mobiliários) and Article 2 of CMVM Regulation no. 5/2008, Pontegadea Inversiones S.L. ("Pontegadea Inversiones") hereby informs that has acquired from Mazoon B.V., on this date, off market (over-the-counter), 80,100,000 shares representative of the share capital of REN - Redes Energéticas Nacionais, S.G.P.S., S.A. ("REN"), corresponding to 12.006% of the share capital of REN. Pontegadea Inversiones is controlled by Mr. Amancio Ortega Gaona.
As a result of the abovementioned acquisition, Pontegadea Inversiones holds directly 12.006% of the voting rights in REN, and, according to Article 20(1)(b) of the Portuguese Securities Code (Código dos Valores Mobiliários), such voting rights are also attributable (imputados) to Mr. Amancio Ortega Gaona.
Sincerely yours
Pontegadea Inversiones S.L. Name: Roberto Cibeira Moreiras Capacity: Authorized signatory
FOS-ED ON INSTRIA infolutiontestadea.com
ESMA/2015/1597
| Class/type of Number of voting rights ix shares |
% of voting rights | |||
|---|---|---|---|---|
| ISIN code (if possi ble) |
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) |
| PTREL0AM0008 | 80,100,000 | 0 | 12% | 0% |
| SUBTOTAL A |
| B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC |
||||
|---|---|---|---|---|
| Type of financial instrument |
Expiration date x |
Exercise/ Conversion Periodxi |
Number of voting rights that may be acquired if the instrument is exer cised/ converted. |
% of voting rights |
| n.a. | ||||
| n.a. | ||||
| n.a. | ||||
| SUBTOTAL B.1 |
| 2004/109/EC | B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive |
||||
|---|---|---|---|---|---|
| Type of financial instrument |
Expiration date x |
Exercise/ Conversion Period x i |
Physical or cash settlement xii |
Number of voting rights |
% of voting rights |
| n.a. | |||||
| n.a. | |||||
| n.a. | |||||
| SUBTOTAL B.2 |
8. 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
[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 legal 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 |
|---|---|---|---|
| Amancio Ortega Gaona |
12.006% | 0% | 12.006% |
| Pontegadea Inver siones, S.L. |
12.006% | 0% | 12.006% |
9. In case of proxy voting: [name of the proxy holder] will cease to hold [% and number] voting rights as of [date] n.a.
10. Additional informationxvi:
Done at A Coruña on July 30, 2021.
Annex: Notification of major holdings (only to be filed with competent authority and not with the relevant issuer)
| A: Identity of the person subject to the notification obligation |
|
|---|---|
| Full name (including legal form for legal entities) | Pontegadea Inversiones, S.L. |
| Contact address (registered office for legal entities) | Canton Grande, 4, 15003, A Coruña, Kingdom of Spain |
| [email protected] | |
| Phone number / Fax number | +34 981 185 344 / +34 981 185 340 |
| Other useful information (at least legal a contact person for legal persons) | Jaime Carro Merchán |
| B: Identity of the notifier, if applicable |
|---|
| Full name |
| Contact address |
| Phone number / Fax number |
| Other useful information (e.g. functional relationship with the person or legal entity subject to the notification obliga tion) |
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 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 10 of that Directive, 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 10 of that Directive, 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 10 of that Directive, the controlling natural person or legal entity and, provided it has a notification duty at an individual level under Article 9, under letters (a) to (d) of Article 10 of that Directive or under a combination of any of those situations, the controlled undertaking;
- in the circumstances foreseen in letter (f) of Article 10 of that Directive, 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 10 of that Directive, the natural person or legal entity that controls the voting rights;
- in the circumstances foreseen in letter (h) of Article 10 of that Directive, 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 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 disclosure of voting rights holdings in accordance with national practices (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 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.
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 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.
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