EQS Voting Rights Announcement: Marley Spoon Group SE
Marley Spoon Group SE: Release according to article 11 paragraph 6 of the Luxembourg transparency law and section 40 paragraph 1 of the German securities trading act (WpHG)

07.02.2024 / 15:00 CET/CEST
Dissemination of a Voting Rights Announcement transmitted by EQS News - a service of EQS Group AG.
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  attachedii:
Marley Spoon Group SE - LEI number 222100A4X237BRODWF67 - Issuer number E00003708
2. Reason for the notification:
An acquisition or disposal of financial instrumentsiii
3. Details of person subject to the notification obligationiv:
Name: Andrew Unanue 
4. Full name of shareholder(s) (if different from 3.)v:
Bistro MD Holdings, LLC
5. Date on which the threshold was crossed or reachedvi: 30 January 2024
6. Total positions of person(s) subject to the notification obligation:
  % of voting rights 
attached to shares  (total of 7.A)		 % of voting rights 
through financial 
instruments 
(total of 7.B.1 + 7.B.2)		 Total of both in %  (7.A + 7.B) Total number of  voting rights of 
issuervii
Resulting situation  on the date on which  threshold was 
crossed or reached		 N/A % 9.01 % 9.01 % 34,162,740
Position of previous  notification (if 
applicable)		 N/A % N/A % N/A %  
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
ISIN code (if possible)		 Number of voting rightsix % of voting rights
Direct
(Art. 8 of the 
Transparency Law)		 Indirect
(Art. 9 of the 
Transparency Law)		 Direct
(Art. 8 of the 
Transparency Law)		 Indirect
(Art. 9 of the 
Transparency Law)
      % %
      % %
      % %
SUBTOTAL A
(Direct & Indirect)		   %

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

Type of financial 
instrument		 Expiration datex Exercise/
Conversion Periodxi		 Number of voting rights  that may be acquired if  the instrument is 
exercised/ converted.		 % of voting 
rights
        %
        %
        %
    SUBTOTAL B.1   %
B 2: Financial Instruments with similar economic effect according to Art. 12(1)(b) of the  Transparency Law
Type of financial  instrument Expiration
datex		 Exercise/ 
Conversion 
Periodxi		 Physical or cash  settlementxii Number of 
voting rights 		% of voting  rights
Sale and Purchase  Agreement N/A Variable Physical 3,080,000  9.01 %
          %
          %
      SUBTOTAL B.2 3,080,000  9.01 %
           
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 entityxiv :

Table – Full chain of control

N° 

Name 

% of voting  

rights held by  ultimate  

controlling  

person or  

entity or held  directly by any  subsidiary if it  equals or is  

higher than the  notifiable  

threshold

% of voting  

right through  financial  

instruments  

held by  

ultimate  

controlling  

person or  

entity or held  directly by any  subsidiary if it  equals or is  

higher than  

the notifiable  threshold 

Total of both 

Directly  

controlled by  (use  

number(s)  

from 1st 

column)

1. 

Andrew Unanue 

N/A 

9.01% 

9.01%

  

2. 

Andrew Unanue 2009  Trust

N/A 

9.01% 

9.01% 

1

3. 

AUA Carry Partner  

Holdings II, LLC

N/A 

9.01% 

9.01% 

2

4. 

AUA Private Equity  

GP II, LLC

N/A 

9.01% 

9.01% 

3

5. 

AUA Private Equity  

Investments GP II, LP

N/A 

9.01% 

9.01% 

4

6. 

AUA Private Equity  

Fund II, LP

N/A 

9.01% 

9.01% 

5

7. 

AUA Health Partners,  LLC

N/A 

9.01% 

9.01% 

6

8. 

Bistro MD Holdings, LLC 

N/A 

9.01% 

9.01% 

7
9. In case of proxy voting: N/A
10. Additional informationxvi:
This notification is made because of the entry into by Bistro MD Holdings, LLC in a sale and purchase agreement (the  SPA) relating to certain class A shares and class A warrants issued by Marley Spoon Group SE.
Under the SPA, Bistro MD Holdings, LLC will acquire (i) 1,430,000 class A shares, (ii) class A warrants exercisable  into up to 225,000 class A shares exercisable if the share price exceeds EUR 15.00 for 10/30 trading days, (iii) class  A warrants exercisable into up to 225,000 class A shares exercisable if the share price exceeds EUR 20.00 for 10/30  trading days, and (iv) a maximum of 1,200,000 class A shares as earnout shares if the relevant conditions are met.
The acquisition of the class A shares and the warrants under the SPA is subject to various suspensive conditions and  that is the reason why the SPA is notified under art. 12(1)(b) of the Transparency Law in accordance with the CSSF’s  guidelines set out in Question 56 in the CSSF FAQ.

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.


07.02.2024 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com
Language: English
Company: Marley Spoon Group SE
9 Rue de Bitbourg
1273 Luxembourg
Luxemburg
Internet: www.marleyspoongroup.com

 
End of News EQS News Service

1832565  07.02.2024 CET/CEST

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