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
24/07/2023 12:00
============
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
24-Jul-2023 / 12:57 CET/CEST
The issuer is solely responsible for the content of this announcement.
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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 An event changing the
breakdown of voting rights Other (please specify)iii:
3. Details of person subject to the notification obligationiv:
Name: Citigroup
Inc. City and country of registered office (if
Wilmington, applicable):
Delaware United
states
4. Full name of shareholder(s) (if different from 3.)v:
5. Date on which the threshold was crossed or 19/07/2023
reachedvi:
6. Total positions of person(s) subject to the notification obligation:
% of voting % of voting Total number of
rights rights through Total of both voting rights of
attached to financial in % (7.A + issuervii
shares (total instruments 7.B)
of 7.A) (total of 7.B.1
+ 7.B.2)
Resulting situation
on the date on 0.0900 % 4.7290 % 4.8190 % 1,537,025,609
which threshold was
crossed or reached
Position of
previous N/A % 5.4123 % 5.4123 %
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 Number of voting rightsix % of voting rights
of shares Direct Indirect Direct Indirect
ISIN code (Art. 8 of the (Art. 9 of the (Art. 8 of the (Art. 9 of
(if Transparency Law) Transparency Law) Transparency the
possible) Law) Transparency
Law)
LU1673108939 1,383,496 % 0.0900 %
% %
% %
SUBTOTAL A %
(Direct &
Indirect)
B 1: Financial Instruments according to Art. 12(1)(a) of the Transparency Law
Number of voting
Type of Expiration Exercise/ Conversion rights that may be % of
financial datex Periodxi acquired if the voting
instrument instrument is rights
exercised/
converted.
Right to 3,307,969 0.2152 %
Recall Lent
Securities
%
%
SUBTOTAL B.1 %
B 2: Financial Instruments with similar economic effect according to Art.
12(1)(b) of the Transparency Law
Type of Expiration Exercise/ Physical or cash Number of % of
financial datex Conversion settlementxii voting voting
instrument Periodxi rights rights
Long Call 30.05.24- Physical 66,903,669 4.3528
25.11.26 %
OTC Swap 11.09.23- Cash 2,424,000 0.1577
18.11.28 %
Short Put 31.08.23 Physical 49,701 0.0032
%
SUBTOTAL B.2 74,068,835 4.8190
%
8. Information in relation to the person subject to 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.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):
% of voting rights
% of voting rights through financial
held by ultimate instruments held by Directly
controlling person ultimate controlling controlled by
N° Namexv or entity or held person or entity or Total (use number(s)
directly by any held directly by any of both from 1^st
subsidiary if it subsidiary if it column)
equals or is higher equals or is higher
than the notifiable than the
threshold notifiable threshold
please see % % %
additonal
comments
% % %
% % %
% % %
% % %
9. In case of proxy voting:
The proxy holder named will cease to hold % and number of voting rights as of .
10. Additional informationxvi:
Please find chain of controlled undertakings below, and attached organistaional
chart.
Citigroup Inc.
Citigroup Global Markets Holdings Inc. Citigroup Financial Products Inc.
Citigroup Global Markets Europe Finance Limited
Citigroup Global Markets (International) Finance GmBH Switzerland Citigroup
Global Markets Holdings Bahamas Limited
Citigroup Global Markets Limited Citigroup Global Markets Europe AG
Done at Belfast On 21/07/2023
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.
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Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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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.: 259778
EQS News ID: 1686809
End of Announcement EQS News Service
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