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Adler Group S.A.: Veröffentlichung gemäß Artikel 11(6) des luxemburgischen Transparenzgesetzes mit dem Ziel der europaweiten Verbreitung
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DGAP Stimmrechtsmitteilung: Adler Group S.A.
Adler Group S.A.: Veröffentlichung gemäß Artikel 11(6) des luxemburgischen
Transparenzgesetzes mit dem Ziel der europaweiten Verbreitung
27.04.2022 / 18:13
Veröffentlichung einer Stimmrechtsmitteilung übermittelt durch DGAP - ein
Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
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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:
Adler Group S.A.
1B, Heienhaff
L-1736
Senningerberg Grand
Duchy of Luxembourg
R.C.S. Luxembourg:
B 197.554
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 [X] Other
(please
specify)iii:
transfer of legal
title from trustee
to persons subject
to notification
obligation
3. Details of
person subject to
the notification
obligationiv:
Name: Vonovia SE City and
country of
registered
office (if
applicable):
Bochum,
Germany
4. Full name of
shareholder(s) (if
different from
3.)v:
5. Date on which 19
the threshold was Apri-
crossed or l
reachedvi: 2022
6. Total positions
of person(s)
subject to the
notification
obligation:
% of % of To- Total
voting voting tal number of
rights rights of voting
atta- through both rights of
ched financi- in % issuervii
to al (7.A
shares instru- +
(total ments 7.B)
of (total
7.A) of
7.B.1 +
7.B.2)
Resulting situation 20.49% 0.00% 20.4- 117,510,233
on the date on 9%
which threshold was
crossed or reached
Position of 20.49% 0.00% 20.4-
previous 9%
notification (if
applicable)
7.
Noti-
fied
de-
tails
of
the
resul-
ting
situa-
tion
on
the
date
on
which
the
thres-
hold
was
cros-
sed
or
rea-
ched-
viii:
A:
Vo-
ting
right-
s
atta-
ched
to
sha-
res
Class- Number of % of
/type voting vo-
of rightsix ting
sha- right-
res s
ISIN
code
(if
possi-
ble)
Di- Indi- Direct Indi-
rect rect (Art. 8 rect
(Art. (Art. of the (Art.
8 of 9 of Transpa- 9 of
the the rency the
Trans- Trans- Law) Trans-
paren- paren- paren-
cy cy cy
Law) Law) Law)
LU125- 24.082.71- 20.49- %
01544- 3 %
13
% %
% %
SUBTO- 24.082.71- 20.49-
TAL A 3 %
(Dire-
ct &
Indir-
ect)
B 1:
Finan-
cial
In-
stru-
ments
accor-
ding
to
Art.
12(1)-
(a)
of
the
Trans-
paren-
cy
Law
Type Expi- E- Num- %
of rati- x- ber o-
finan- on e- of f
cial datex r- vo- v-
in- c- tin- o-
stru- i- g t-
ment s- rig- i-
e- hts n-
/ tha- g
C- t r-
o- may i-
n- be g-
v- ac- h-
e- qui- t-
r- red s
s- if
i- the
o- in-
n str-
P- um-
e- ent
r- is
i- exe-
o- rci-
d- se-
x- d/
i con-
ver-
te-
d.
%
%
S-
U-
B-
T-
O-
T-
A-
L
B-
.-
1
B 2:
Finan-
cial
In-
stru-
ments
with
simi-
lar
econo-
mic
ef-
fect
accor-
ding
to
Art.
12(1)-
(b)
of
the
Trans-
paren-
cy
Law
Type E- E- P- N- %
of x- x- h- u- o-
finan- p- e- y- m- f
cial i- r- s- b- v-
in- r- c- i- e- o-
stru- a- i- c- r t-
ment t- s- a- o- i-
i- e- l f n-
o- / o- v- g
n C- r o- r-
d- o- c- t- i-
a- n- a- i- g-
t- v- s- n- h-
e- e- h g t-
x r- s- r- s
s- e- i-
i- t- g-
o- t- h-
n l- t-
P- e- s
e- m-
r- e-
i- n-
o- t-
d- x-
x- i-
i- i
i
%
%
%
S- %
U-
B-
T-
O-
T-
A-
L
B-
.-
2
8.
Informa-
tion in
relati-
on to
the
person
subject
to the
notifi-
cation
obliga-
tion:
(please
tick
the
applica-
ble
box)
[x]
Person
subject
to the
notifi-
cation
obliga-
tion is
not
control-
led by
any
natural
person
or
legal
entity
and
does
not
control
any
other
underta-
king(s)
holding
direct-
ly or
indi-
rectly
an
inte-
rest in
the
(underl-
ying)
issuer.-
xiii [
] Full
chain
of
control-
led
underta-
kings
through
which
the
voting
rights
and/or
the
financi-
al
instru-
ments
are
effec-
tively
held
star-
ting
with
the
ultima-
te
control-
ling
natural
person
or
legal
entity-
xiv
(please
provide
a
separa-
te
organi-
satio-
nal
chart
in case
of a
complex
structu-
re):
N° N- % of % of T- Di-
a- voting voting o- rect-
m- rights rights t- ly
e- held through a- con-
x- by financi- l trol-
v ultima- al o- led
te instru- f by
con- ments b- (use
trol- held by o- numbe-
ling ultimate t- r(s)
person control- h from
or ling 1st
entity person colum-
or or n)
held entity
direct- or held
ly by directly
any by any
subsi- subsidia-
diary ry if it
if it equals
equals or is
or is higher
higher than the
than notifia-
the ble
noti- thres-
fiable hold
thres-
hold
% % %
% % %
% % %
% % %
% % %
9. In
case of
proxy
voting:
The
proxy
holder
named
will
cease
to hold
% and
number
of
voting
rights
as of .
10.
Additio-
nal
informa-
tionxvi-
:
The
24,082,-
663
shares
pre-
viously
held by
the
securi-
ty
agent
on
behalf
of
Vonovia
Finance
BV have
been
trans-
ferred
to the
custody
account
of
Vonovia
SE.
Done at Bochum, Germany On 26 April 2022
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 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 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
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 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 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 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 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 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 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 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.
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27.04.2022 Die DGAP Distributionsservices umfassen gesetzliche
Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen.
Medienarchiv unter http://www.dgap.de
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Sprache: Deutsch
Unternehmen: Adler Group S.A.
1B Heienhaff
1736 Senningerberg
Luxemburg
Internet: www.adler-group.com
Ende der Mitteilung DGAP News-Service
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1337319 27.04.2022
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