Aroundtown SA (IRSH)
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
26-Sep-2019 / 17:37 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
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 attached*ii*:* |
+--------------+-----------+-----------+-----------+----------+
|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 |
|obligation*iv*:* |
+--------------+-----------+-----------+-----------+----------+
|Name: TLG Immobilien AG, |City and country of registered |
|Berlin, Germany |office (if applicable): |
+--------------+-----------+-----------+-----------+----------+
|*4. Full name of shareholder(s) *(if different from 3.)v: |
+--------------+-----------+-----------+-----------+----------+
|*5. Date on which the threshold was |25/09/2019 | |
|crossed or reached*vi*:* | | |
+--------------+-----------+-----------+-----------+----------+
|*6. Total positions of person(s) subject to the |
|notification obligation:* |
+--------------+-----------+-----------+-----------+----------+
| |% of voting|% of voting| |Total |
| | rights | rights |Total of |number of |
| |attached to| through |both in % |voting |
| | shares | financial |(7.A + 7.B)|rights of |
| | (total of |instruments| |issuervii |
| | 7.A) | (total of | | |
| | | 7.B.1 + | | |
| | | 7.B.2) | | |
+--------------+-----------+-----------+-----------+----------+
|Resulting | 12.99 %| 1.99 %| 14.98 %|1,223,574,|
|situation on | | | |261 |
|the date on | | | | |
|which | | | | |
|threshold was | | | | |
|crossed or | | | | |
|reached | | | | |
+--------------+-----------+-----------+-----------+----------+
|Position of | 9.99 %| 4.99 %| 14.98 %|/ |
|previous | | | | |
| | | | | |
|notification | | | | |
|(if | | | | |
|applicable) | | | | |
+--------------+-----------+-----------+-----------+----------+
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
|*7. Notified details of the resulting situation on the date |
|on which the threshold was crossed or |
|reached*viii*:* |
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
|*A: Voting rights attached to shares* |
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
|*Class/type |*Number of voting rights*ix |*% of voting |
|of shares* | |rights* |
|ISIN code | | |
|(if | | |
|possible) | | |
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
| | *Direct* |*Indirect* | *Direct* |*Indirect* | |
| | | | | | |
| | (Art. 8 of the |(Art. 9 of |(Art. 8 of |(Art. 9 of | |
| | Transparency Law) |the | the |the | |
| | |Transparen |Transparen |Transparency | |
| | |cy Law) | cy Law) |Law) | |
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
|LU1673108939 |159,064,652 | |12.99 % | %|
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
| | | | %| %|
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
| | | | %| %|
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
|*SUBTOTAL A | 159,064,652| 12.99 %|
|(Direct & | | |
|Indirect)* | | |
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
| |
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
|*B 1: Financial Instruments according to Art. 12(1)(a) of the |
|Transparency Law* |
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
|*Type of |*Expiration|*Exercise/ |*Number of |*% of |
|financial |date*x |Conversion |voting rights |voting |
|instrument* | |Period*xi |that may be |rights |
| | | |acquired if |* |
| | | |the | |
| | | |instrument is | |
| | | |exercised/ | |
| | | |converted.* | |
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
|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 to Art. 12(1)(b) of the |
|Transparency Law* |
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
|*Type |*Expiration date*x |*Exercise/ |*Physical |*Number of |*%|
|of | |Conversion |or cash |voting |of|
|financ| |Period*xi |settlement |rights* |vo|
|ial | | |*xii | |ti|
|instru| | | | |ng|
|ment* | | | | |ri|
| | | | | |gh|
| | | | | |ts|
| | | | | |* |
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
| | | | | | %|
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
| | | | | | %|
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
| | | | | | %|
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
| |*SUBTOTAL | 0 |0 |
| |B.2* | |% |
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
| | | | |
+------+------+----+-----------+-----+-----+-----+-----+----+----+----+--+
+-------+----------+-----+---------+----------+------+---------+
|*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 entity*xiv *(please provide a |
|separate organisational chart in case of a complex |
|structure):* |
+-------+----------+-----+---------+----------+------+---------+
| | |*% of|*% of voting rights | | |
| *N * | *Name*xv |votin| through financial |*Total|*Directly|
| | | g |instruments held by |of |controlle|
| | |right| ultimate |both* |d by (use|
| | | s | controlling person | |number(s)|
| | |held | or entity or held | |from 1st |
| | | by | directly by any | |column)* |
| | |ultim| subsidiary if it | | |
| | | ate |equals or is higher | | |
| | |contr| than the | | |
| | |ollin| notifiable | | |
| | | g | threshold* | | |
| | |perso| | | |
| | |n or | | | |
| | |entit| | | |
| | |y or | | | |
| | |held | | | |
| | |direc| | | |
| | | tly | | | |
| | | by | | | |
| | | any | | | |
| | |subsi| | | |
| | |diary| | | |
| | |if it| | | |
| | |equal| | | |
| | |s or | | | |
| | | is | | | |
| | |highe| | | |
| | | r | | | |
| | |than | | | |
| | | the | | | |
| | |notif| | | |
| | |iable| | | |
| | |thres| | | |
| | |hold*| | | |
+-------+----------+-----+---------+----------+------+---------+
| | | *%*|*%* |*%* | |
+-------+----------+-----+---------+----------+------+---------+
| | | *%*|*%* |*%* | |
+-------+----------+-----+---------+----------+------+---------+
| | | *%*|*%* |*%* | |
+-------+----------+-----+---------+----------+------+---------+
| | | *%*|*%* |*%* | |
+-------+----------+-----+---------+----------+------+---------+
| | | *%*|*%* |*%* | |
+-------+----------+-----+---------+----------+------+---------+
| |
+-------+----------+-----+---------+----------+------+---------+
|9. In case of |_will cease to |_% and_ |_number of |
|proxy voting: |hold_ | |voting rights_ |
|_The proxy holder | | | |
|named as of ._ | | | |
+-------+----------+-----+---------+----------+------+---------+
| |
+-------+----------+-----+---------+----------+------+---------+
|*10. Additional information*xvi*:* |
+-------+----------+-----+---------+----------+------+---------+
|TLG Immobilien AG ('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 at|Berlin|On|26/09/2019|
+-------+------+--+----------+
*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 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._
ISIN: LU1673108939, XS1227093611, XS1336607715, XS1403685636,
XS1449707055, XS1532877757, XS1540071724, XS1586386739,
XS1649193403, XS1700429308, XS1715306012, XS1761721262,
XS1815135352, XS1753814141, CH0398677689, XS1857310814
Category Code: MSCM
TIDM: IRSH
LEI Code: 529900H4DWG3KWMBMQ39
OAM Categories: 2.3. Major shareholding notifications
Sequence No.: 21500
EQS News ID: 881149
End of Announcement EQS News Service
(END) Dow Jones Newswires
September 26, 2019 11:37 ET (15:37 GMT)
