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
17/10/2023 10:45
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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
17-Oct-2023 / 11:42 CET/CEST
The issuer is solely responsible for the content of this announcement.
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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
Filing reference 5049
Submitted at (Luxembourg time) 2023-10-16 23:04
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:
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligationiv:
Name: JPMorgan Chase & Co.
City and country of registered office (if applicable): Wilmington,
Delaware, United States of America
4. Full name of shareholder(s)v:
J.P. Morgan Securities plc
5. Date on which the threshold was crossed or reachedvi:
2023-10-10
6. Total positions of person(s) subject to the notification obligation:
% of voting % of voting Total of Total number of
rights rights through both in voting rights of
attached to financial % (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 5.01 3.01 8.02 1,537,025,609
which threshold was
crossed or reached
Position of 4.26 2.42 6.69 -
previous
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 Number of % of voting % of voting
(ISIN code if possible) voting rights voting rights rights rights
directix indirectix directix indirectix
LU1673108939 0 77,011,433 0.00 5.01
SUBTOTAL A (Direct & 77,011,433 5.01
Indirect)
B.1: Financial Instruments according to Art. 12(1)(a) of the Transparency
Law
Type of financial Expiration Exercise/ Number of voting rights % of
instrument datex Conversion that may be acquired if the voting
Periodxi instrument is exercised/ rights
converted
Physically-settled 20/10/2023 25,000,000 1.62
Call Options
SUBTOTAL B.1 25,000,000 1.62
B.2: Financial Instruments with similar economic effect according to Art.
12(1)(b) of the Transparency Law
Type of Expiration Exercise/Conversion Physical or Number of % of
financial datex Periodxi cash voting voting
instrument settlementxii rights rights
Cash-settled 02/11/2023 - CASH 20,996,120 1.36
Equity Swap 03/10/2028
Cash-settled 20/12/2023 CASH 369,000 0.02
Future
SUBTOTAL B.2 21,365,120 1.39
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:
See Separate organisational chart attached to the present notification.
% of voting rights % of voting rights
N Namexv held by ultimate through financial Total of Directly
° controlling person instruments held by both controlled by
or entity or held ultimate controlling (use number(s)
directly by any person or entity or from 1st
subsidiary if it held directly by any column)
equals or is higher subsidiary if it
than the notifiable equals or is higher
threshold than the notifiable
threshold
N/A
9. In case of proxy voting:
N/A
10. Additional informationxvi:
Chain of controlled undertakings: JPMorgan Chase & Co. JPMorgan Chase Bank,
National Association (100%) J.P. Morgan International Finance Limited
(100%) J.P. Morgan Capital Holdings Limited (100%) J.P. Morgan Securities
plc (100%) JPMorgan Chase & Co. JPMorgan Chase Holdings LLC (100%) J.P.
Morgan Broker-Dealer Holdings Inc. (100%) J.P. Morgan Securities LLC (100%)
JPMorgan Chase & Co. JPMorgan Chase Bank, National Association (100%)
Date: 2023-10-16 23:04
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.
% of voting % of voting rights
rights held by through financial Directly
ultimate instruments held by controlled
N° Name^xv controlling ultimate Total by (use
person or entity controlling person of both number(s)
or held directly or entity or held from 1^st
by any 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 JPMorgan Chase &
Co.
2 JPMorgan Chase 1
Bank, National
Association
3 J.P. Morgan 2
International
Finance Limited
4 J.P. Morgan 3
Capital Holdings
Limited
5 J.P. Morgan 5.01% 8.02% 4
Securities plc
1 JPMorgan Chase &
Co.
6 JPMorgan Chase 1
Holdings LLC
7 J.P. Morgan 6
Broker-Dealer
Holdings Inc.
8 J.P. Morgan 7
Securities LLC
1 JPMorgan Chase &
Co.
9 JPMorgan Chase 1
Bank, National
Association
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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.: 278684
EQS News ID: 1750861
End of Announcement EQS News Service
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