EQS-PVR: exceet Group SCA: Release according to Article 40, Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution 07.02.2023, 16:15 Uhr von EQS News Kommentare: 0

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

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedⁱⁱ:

exceet Group SCA

2. Reason for the notification:

An event changing the breakdown of voting rights 

3. Details of person subject to the notification obligation^iv:

Name: Klaus Roehrig

4. Full name of shareholder(s)^v:

White Elephant S.à r.l., Active Ownership Investments Limited, exceet Management S.à r.l. 

5. Date on which the threshold was crossed or reached^vi:

2023-01-19

6. Total positions of person(s) subject to the notification obligation:

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

B.1: Financial Instruments according to Art. 12(1)(a) of the Transparency Law

B.2: Financial Instruments with similar economic effect according to Art. 12(1)(b) of the Transparency Law

8.   Information   in   relation   to   the   person   subject   to   the   notification obligation:

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: 

9. In case of proxy voting:

N/A 

10. Additional information^xvi:

The event changing the breakdown of voting rights consisted in a capital increase via the issuance of further shares by the Issuer. Klaus Röhrig indirectly holds 100% of the shares and voting rights in Active Ownership Investments Limited ('AOI'), which in turn holds 50% of the shares and voting rights in Active Ownership Corporation S.à r.l., an alternative investment fund manager ('AIFM') within the meaning of the Luxembourg law of 12 July 2013 on alternative investment fund managers, as amended ('AOCorp'), and 50% of the shares and voting rights in exceet Management S.à r.l. AOCorp has been appointed as AIFM of Active Ownership Fund SCS ('AOF') and is as such entitled,  inter  alias, to exercise  in its sole  discretion  all rights arising from participations and other assets of AOF including, but not limited to, voting rights attaching to the shares held by White Elephant Holdco S.à r.l. AOI and White Elephant S.à r.l. ('White Elephant') have on 19 January 2023 entered into an acting in concert agreement further to which AOI and White Elephant are to be considered parties acting in concert for the purposes of article 9(a) of the Transparency Law. exceet Management S.à r.l. holds one (1) voting right/General Partner Share. 

Date: 2023-02-06 19:15

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.