DGAP-Stimmrechte: ADO Properties S.A. (deutsch)

ADO Properties S.A.: Veröffentlichung gemäß § 40 Abs. 1 WpHG mit dem Ziel der europaweiten Verbreitung


  
  DGAP Stimmrechtsmitteilung: ADO Properties S.A.
  ADO Properties S.A.: Veröffentlichung gemäß § 40 Abs. 1 WpHG mit dem Ziel der europaweiten Verbreitung


  07.04.2020 / 09:57
  Veröffentlichung einer Stimmrechtsmitteilung übermittelt durch DGAP - ein Service der EQS Group AG.
  Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
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:
  ADO Properties S.A. 1B
  Heienhaff, L-1736
  Senningerberg, Luxembourg;
  LEI: 391200OYYFJ3DWAMEC69
  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
  obligationiv:
  Name: Fairwater City and
  Multi-Strategy Investment country of
  ICAV, acting in respect of registered
  its sub-fund Real Estate office (if
  Opportunites Fund with its applicable):
  registered office in
  Dublin, Ireland AND
  Mirabella Malta Limited as
  the AIFM with its
  registered office in
  Sliema, Malta


  4. Full name of
  shareholder(s) (if
  different from 3.)v:
  BNP Paribas Securities
  Services S.C.A., Frankfurt
  branch (see point 10. of
  this document for
  clarification)
  5. Date on which the 31/03/2020
  threshold was crossed or
  reachedvi:
  6. Total positions of
  person(s) subject to the
  notification obligation:
  % of voting % of To- Total rights voting tal number of attached to rights of voting shares through both rights of (total of financial in % issuervii 7.A) instru- (7.A ments + (total of 7.B) 7.B.1
  +
  7.B.2)
  Resulting situation on the 5.52 % 0 % 5.52 71,845,613 date on which threshold was % crossed or reached
  Position of previous 0 % 0 % 0 % notification (if
  applicable)
  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 Number of % of
  ISIN code (if voting voting
  possible) rightsix rights
  Direct (Art. 8 of the Indirect Direct Indirect Transparency Law) (Art. 9 (Art. 8 (Art. 9 of of the of the the
  Transpa- Transpa- Transparen- rency rency cy Law) Law) Law)
  LU1250154413 3,969,292 0% 5.52 % 0 % 0 % 0 % 0 % 0 % 5.52 % SUBTOTAL A (Direct & 3,969,292
  Indirect)
  B 1: Financial
  Instruments according
  to Art. 12(1)(a) of
  the Transparency Law
  Type of financial Expirati- Exerci- Number of % of instrument on datex se/ voting vo- Conversi- rights ting on that may righ- Periodxi be ts acquired if the instrument is
  exercised/ converted. 0 % 0 % 0 % SUBTOTAL 0 % B.1


  B 2: Financial
  Instruments with
  similar economic
  effect according to
  Art. 12(1)(b) of the
  Transparency Law
  Type of financial Expirati- Exerci- Physical Num- % of instrument on datex se/ or cash ber voting Conversi- settlement- of rights on xii vo- Periodxi ting righ- ts 0 % 0 % 0 % SUBTOTAL 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 entityxiv
  (please provide a
  separate
  organisational chart
  in case of a complex
  structure):
  No. Namexv % of % of To- Directly voting voting tal control- rights rights of led by held by through both (use ultimate financial number(s) control- instru- from 1st ling ments held column) person
  by
  or ultimate entity control- or held ling
  directly person or by any entity or subsidia- held
  ry if it directly equals by any or is subsidiary higher if it
  than the equals or notifia- is higher ble than the thres- notifiable hold threshold n/a n/a % % % % % % % % % % % % % % %


  9. In case of proxy
  voting: The proxy
  holder named n/a will
  cease to hold n/a %
  and n/a number of
  voting rights as of
  n/a .


  10. Additional
  informationxvi:
  BNP Paribas Frankfurt
  Securities Services
  S.C.A., Frankfurt
  branch is holding
  3,969,292 shares in
  ADO Properties S.A. in
  its role as settlement
  agent only, in the
  name, on behalf and
  for the account of and
  acting as a proxy of
  Fairwater
  Multi-Strategy
  Investment ICAV, which
  is managed by the AIFM
  Mirabella Malta
  Limited, from the
  issue of the shares on
  31 March 2020 until
  settlement on 9 April
  2020. Fairwater
  Multi-Strategy
  Investment ICAV holds
  the shares in the
  sub-fund Fairwater
  Real Estate
  Opportunities Fund.
  Fairwater
  Multi-Strategy
  Investment ICAV acting
  in respect of its
  sub-fund Fairwater
  Real Estate
  Opportunites Fund is
  managed by Mirabella
  Malta Limited acting
  as AIFM.
  Done at London, United Kingdom On 06/04/2020


  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.
07.04.2020 Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen. Medienarchiv unter http://www.dgap.de
Sprache: Deutsch
  Unternehmen: ADO Properties S.A.
  1B Heienhaff
  1736 Senningerberg
  Luxemburg
  Internet: www.ado.properties


  Ende der Mitteilung DGAP News-Service
1017215 07.04.2020


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