Adler Group S.A.
Adler Group S.A.: Release according to Article 11(6) of the
Luxembourg Transparency Law with the objective of dissemination
with the objective of Europe-wide distribution
25.11.2024 / 15:00 CET/CEST
Veröffentlichung einer Stimmrechtsmitteilung übermittelt durch EQS
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Für den Inhalt der Mitteilung ist der Emittent / Herausgeber
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NOTIFICATION OF MAJOR HOLDINGS (to
be sent to the relevant
issuer and to the CSSF)i
| Filing reference |
9035 |
| Submitted at (Luxembourg time) |
2024-11-22 15:22 |
1. Identity of the issuer or
the underlying issuer of
existing shares to which voting rights are
attachedii:
ADLER Group S.A.
2. Reason for the notification:
Otheriii: Issuance by Adler Group S.A. of 454,878,321
parts bénéficiaires (Voting Securities - ISIN LU2900363131)
3. Details of person subject to
the notification
obligationiv:
Name: Vonovia SE
City and country of registered office (if applicable): Bochum,
Germany
4. Full name of
shareholder(s)v:
The person is the same as the person subject to the notification
(section 3)
5. Date on which the threshold
was crossed or
reachedvi:
2023-04-24
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 |
15.88 |
0.00 |
15.88 |
151,626,107 |
| Position of previous notification (if
applicable) |
20.49 |
0.00 |
20.49 |
- |
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 rights directix |
Number of voting rights indirectix |
% of voting rights directix |
% of voting rights indirectix |
| LU125015441 |
24,082,713 |
0 |
15.88 |
0.00 |
| SUBTOTAL A (Direct & Indirect) |
24,082,713 |
15.88 |
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 |
| N/A |
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 |
8. Information in relation to the person subject to the notification
obligation:
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
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 the
notifiable threshold |
Total of both |
Directly controlled by (use number(s) from 1st column) |
| N/A |
9. In case of proxy voting:
N/A
10. Additional
informationxvi:
On 15 October 2024, Adler Group S.A.
issued 454,878,321 voting securities (parts bénéficiaires – ISIN
LU2900363131) not representing the share capital, as further
specified in its Total Voting Rights Announcement for the purposes
of the disclosure of the total number of voting rights and capital
dated 21 October 2024. It is the understanding of Vonovia SE that
the aforementioned issuance of voting securities has not resulted
in a change to the total number of shares, including depositary
receipts representing shares, in Adler Group S.A. or in the number
of voting rights attaching to shares, including depositary receipts
representing shares, in Adler Group S.A. Notwithstanding, as a
result of the issuance of the voting securities by Adler Group
S.A:, it is the understanding of Vonovia SE that its voting power
in Adler Group S:A. (resulting from the 24,082,713 shares
(LU1250154413) held by Vonovia SE) has been diluted to
approximately 3.97%.
Date: 2024-11-22 15:22
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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