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07.04.2020 09:57:57
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DGAP-Stimmrechte: ADO Properties S.A. (deutsch)
ADO Properties S.A.: Veröffentlichung gemäß § 40 Abs. 1 WpHG mit dem Ziel der europaweiten Verbreitung
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DGAP Stimmrechtsmitteilung: ADO Properties S.A.
ADO Properties S.A.: Veröffentlichung gemäß § 40 Abs. 1 WpHG mit dem Ziel
der europaweiten Verbreitung
07.04.2020 / 09:57
Veröffentlichung einer Stimmrechtsmitteilung übermittelt durch DGAP - ein
Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
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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:
ADO Properties S.A. 1B
Heienhaff, L-1736
Senningerberg, Luxembourg;
LEI: 391200OYYFJ3DWAMEC69
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: Fairwater City and
Multi-Strategy Investment country of
ICAV, acting in respect of registered
its sub-fund Real Estate office (if
Opportunites Fund with its applicable):
registered office in
Dublin, Ireland AND
Mirabella Malta Limited as
the AIFM with its
registered office in
Sliema, Malta
4. Full name of
shareholder(s) (if
different from 3.)v:
BNP Paribas Securities
Services S.C.A., Frankfurt
branch (see point 10. of
this document for
clarification)
5. Date on which the 31/03/2020
threshold was crossed or
reachedvi:
6. Total positions of
person(s) subject to the
notification obligation:
% of voting % of To- Total
rights voting tal number of
attached to rights of voting
shares through both rights of
(total of financial in % issuervii
7.A) instru- (7.A
ments +
(total of 7.B)
7.B.1 +
7.B.2)
Resulting situation on the 5.52 % 0 % 5.52 71,845,613
date on which threshold was %
crossed or reached
Position of previous 0 % 0 % 0 %
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 % of
ISIN code (if voting voting
possible) rightsix rights
Direct (Art. 8 of the Indirect Direct Indirect
Transparency Law) (Art. 9 (Art. 8 (Art. 9 of
of the of the the
Transpa- Transpa- Transparen-
rency rency cy Law)
Law) Law)
LU1250154413 3,969,292 0% 5.52 % 0 %
0 % 0 %
0 % 0 %
5.52
%
SUBTOTAL A (Direct & 3,969,292
Indirect)
B 1: Financial
Instruments according
to Art. 12(1)(a) of
the Transparency Law
Type of financial Expirati- Exerci- Number of % of
instrument on datex se/ voting vo-
Conversi- rights ting
on that may righ-
Periodxi be ts
acquired
if the
instrument
is
exercised/
converted.
0 %
0 %
0 %
SUBTOTAL 0 %
B.1
B 2: Financial
Instruments with
similar economic
effect according to
Art. 12(1)(b) of the
Transparency Law
Type of financial Expirati- Exerci- Physical Num- % of
instrument on datex se/ or cash ber voting
Conversi- settlement- of rights
on xii vo-
Periodxi ting
righ-
ts
0 %
0 %
0 %
SUBTOTAL 0 %
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):
No. Namexv % of % of To- Directly
voting voting tal control-
rights rights of led by
held by through both (use
ultimate financial number(s)
control- instru- from 1st
ling ments held column)
person by
or ultimate
entity control-
or held ling
directly person or
by any entity or
subsidia- held
ry if it directly
equals by any
or is subsidiary
higher if it
than the equals or
notifia- is higher
ble than the
thres- notifiable
hold threshold
n/a n/a % % %
% % %
% % %
% % %
% % %
9. In case of proxy
voting: The proxy
holder named n/a will
cease to hold n/a %
and n/a number of
voting rights as of
n/a .
10. Additional
informationxvi:
BNP Paribas Frankfurt
Securities Services
S.C.A., Frankfurt
branch is holding
3,969,292 shares in
ADO Properties S.A. in
its role as settlement
agent only, in the
name, on behalf and
for the account of and
acting as a proxy of
Fairwater
Multi-Strategy
Investment ICAV, which
is managed by the AIFM
Mirabella Malta
Limited, from the
issue of the shares on
31 March 2020 until
settlement on 9 April
2020. Fairwater
Multi-Strategy
Investment ICAV holds
the shares in the
sub-fund Fairwater
Real Estate
Opportunities Fund.
Fairwater
Multi-Strategy
Investment ICAV acting
in respect of its
sub-fund Fairwater
Real Estate
Opportunites Fund is
managed by Mirabella
Malta Limited acting
as AIFM.
Done at London, United Kingdom On 06/04/2020
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.
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07.04.2020 Die DGAP Distributionsservices umfassen gesetzliche
Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen.
Medienarchiv unter http://www.dgap.de
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Sprache: Deutsch
Unternehmen: ADO Properties S.A.
1B Heienhaff
1736 Senningerberg
Luxemburg
Internet: www.ado.properties
Ende der Mitteilung DGAP News-Service
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