REG-Aroundtown SA 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
31/03/2023 11:00
============
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
31-March-2023 / 11:52 CET/CEST
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:
AROUNDTOWN SA
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
3. Details of person subject to the notification obligationiv:
Name: Bank of America Corporation,
Wilmington, DE, United States of America (the)
City and country of registered office (if applicable):
4. Full name of shareholder(s) (if different from 3.)v:
5. Date on which the threshold was crossed or reachedvi: 28/03/2023
6. Total positions of person(s) subject to the notification obligation:
% of voting % of voting Total number of
rights rights through Total of voting rights of
attached to financial both in issuervii
shares (total instruments % (7.A +
of 7.A) (total of 7.B.1 7.B)
+ 7.B.2)
Resulting
situation on the 1.05 % 4.01 % 5.06 % 1,537,025,609
date on which
threshold was
crossed or
reached
Position of
previous n/a % n/a % n/a %
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 Number of voting rightsix % of voting rights
shares Direct Indirect Direct Indirect
ISIN code (if (Art. 8 of the (Art. 9 of the (Art. 8 of the (Art. 9 of the
possible) Transparency Transparency Transparency Transparency
Law) Law) Law) Law)
LU1673108939 16,152,983 0.00 % 1.05 %
% %
% %
SUBTOTAL A 16,152,983 1.05 %
(Direct &
Indirect)
B 1: Financial Instruments according to Art. 12(1)(a) of the Transparency
Law
Number of voting
Type of financial Expiration Exercise/ rights that may be % of
instrument datex Conversion acquired if the voting
Periodxi instrument is rights
exercised/
converted.
Right to Recall N/A N/A 5,946,836 0.39 %
Right of Use N/A N/A 1,086,272 0.07 %
%
SUBTOTAL B.1 7,033,108 0.46 %
B 2: Financial Instruments with similar economic effect according to Art.
12(1)(b) of the Transparency Law
Type of Expiration Exercise/ Physical or Number of % of
financial datex Conversion cash voting voting
instrument Periodxi settlementxii rights rights
Swaps 17/04/2023 - N/A Cash 54,471,003 3.54 %
15/02/2028
ETF N/A N/A Cash 4,052 0.00 %
Call Option 21/12/2029 N/A Cash 93,.992 0.01 %
SUBTOTAL B.2 54,569,047 3.55 %
8. Information in relation to the person subject to the notification
obligation:
(please tick the applicable box)
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):
% of voting rights
% of voting rights through financial
held by ultimate instruments held by
controlling person ultimate controlling Directly
N° Namexv or entity or held person or entity or Total controlled by
directly by any held directly by any of both (use number(s)
subsidiary if it subsidiary if it from 1^st
equals or is higher equals or is higher column)
than the notifiable than the
threshold notifiable threshold
% % %
% % %
% % %
% % %
% % %
9. In case of proxy voting:
The proxy holder named will cease to hold % and
number of voting rights as of
10. Additional informationxvi:
Done at Dublin On 30/03/2023
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.
8. Information in relation to the person subject of the notification
obligation (please tick the applicable box)
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.
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 (please provide a
separate organisational chart in case of a complex structure)
% of voting % of voting rights Total Directly
rights held by through financial of controlled
No Name ultimate instruments held by both by (use
controlling ultimate controlling number(s)
person or held person or entity or from 1st
directly by any held directly by any column
subsidiary if it subsidiary if it
equals or is equals or is higher
higher than the than the notifiable
notifiable threshold
threshold
1 Bank of America
Corporation
2 NB Holdings 1
Corporation
3 BofAML Jersey 2
Holdings Limited
4 BofAML EMEA 3
Holdings 2
Limited
5 ML UK Capital 4
Holdings Limited
6 Merrill Lynch 5
International
-
1 Bank of America
Corporation
2 NB Holdings 1
Corporation
7 BAC North 2
America Holding
Company
8 Bank of America, 7
National
Association
-
1 Bank of America
Corporation
2 NB Holdings 1
Corporation
9 BofA Securities, 2
Inc
10 Merrill Lynch 9
Professional
Clearing Corp.
1 Bank of America
Corporation
2 NB Holdings 1
Corporation
9 BofA Securities, 2
Inc
══════════════════════════════════════════════════════════════════════════
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
══════════════════════════════════════════════════════════════════════════
ISIN: LU1673108939, LU1673108939, XS2114459550, XS1508392625,
XS1634523754, XS1752984440, XS2017788592, XS2027946610,
XS2055106210, XS2287744721, XS1586386739, XS1639847760,
XS1649193403, XS1700429308, XS1715306012, XS1753814141,
CH0398677689, XS1761721262, XS1815135352, AU3CB0252955,
CA04269KAA12, XS1879567144, XS1877353786, XS1901137106,
XS1905592546, CH0460054437, XS1961042915, XS1964701822,
XS1966277748, XS1980255779, XS1999746370, XS2023872174,
XS2023873149, XS2198981263, XS1843435501, XS2273810510,
XS2421195848,
Category Code: MSCL
TIDM: IRSH
LEI Code: 529900H4DWG3KWMBMQ39
OAM Categories: 2.3. Major shareholding notifications
Sequence No.: 234177
EQS News ID: 1598425
End of Announcement EQS News Service
══════════════════════════════════════════════════════════════════════════
1 fncls.ssp?fn=show_t_gif&application_id=1598425&application_name=news&site_id=refinitiv
References
Visible links
============Recent news on Aroundtown SA
See all newsREG-Aroundtown SA S&P downgrades Aroundtown’s credit rating to BBB stable from BBB+ negative
AnnouncementREG-Aroundtown SA Aroundtown SA announces strong FY 2024 results supported by operational growth
AnnouncementREG-Aroundtown SA Aroundtown SA decides not to exercise option to voluntarily call 3.375% Perpetual Notes (€156.3 million nominal outstanding) and 2.875% Perpetual Notes (€61.8 million nominal outstanding)
AnnouncementREG-Aroundtown SA Aroundtown SA announces 9M 2024 results with continued strong operational results on track to upper end of FY2024 guidance
AnnouncementREG-Aroundtown SA Aroundtown SA announces H1 2024 results highlighting solid results and improvement in market sentiment driving guidance increase
Announcement