Notification of major shareholding
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: |
Solutions 30 SE, 3, rue de la Reine, L-2418 Luxembourg, RCSL B
179097 |
2. Reason for the notification (please tick the
appropriate box or boxes):
X 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: Karim Rached |
i |
City and country of registered office (if applicable): |
4. Full name of shareholder(s)
(if different from 3.)v: |
Karim Rachedi |
|
|
|
|
5. Date on which the threshold was crossed
or reachedvi: |
13/11/2020 |
|
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 wascrossed or
reached |
n/a see section 10 below% |
n/a % |
% |
107,127,984 |
Position of previous notification (if applicable) |
5,01 % |
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 sharesISIN 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) |
FR0013379484 |
n/a see section 10 below |
|
% |
% |
|
|
|
% |
% |
|
|
|
% |
% |
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 isexercised/ converted. |
% of voting rights |
n/a |
|
|
|
% |
|
|
|
|
% |
|
|
|
|
% |
|
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 |
n/a |
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
SUBTOTAL B.2 |
|
% |
|
|
|
|
8. Information in relation to the person subject to the
notification obligation: (please tick the applicable box)
x 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): |
N° |
Namexv |
% 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 rights through financial instruments held by
ultimate controlling person or entity or held directly by any
subsidiary if it equals or is higher than
thenotifiable threshold |
Total of
both |
Directly
controlled by (use number(s) from 1st
column) |
|
|
n/a % |
n/a % |
% |
n/a |
|
|
% |
% |
% |
|
|
|
% |
% |
% |
|
|
|
% |
% |
% |
|
|
|
% |
% |
% |
|
|
9. In case of proxy
voting:The proxy holder
named n/a will cease to
hold
%
and
number of voting rights as
of
. |
|
10. Additional
informationxvi: |
As of the date hereof Karim Rachedi's holding has fallen below the
5% threshold. |
Done at |
Luxembourg |
On |
13 November 2020 |
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.
- Annexe_A_CSSF_08_349eng_upd_16_638 KR 13.11.2020