DGAP-Stimmrechte: Adler Group S.A. (deutsch)

Friday, 15. October 2021 14:42
Adler Group S.A.: Veröffentlichung gemäß § 40 Abs. 1 WpHG mit dem Ziel der europaweiten Verbreitung

DGAP Stimmrechtsmitteilung: Adler Group S.A.
Adler Group S.A.: Veröffentlichung gemäß § 40 Abs. 1 WpHG mit dem Ziel der
europaweiten Verbreitung

15.10.2021 / 14:42
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:
  ADLER Group S.A.
  LEI:
  391200OYYFJ3DWAMEC69
  2. Reason for the
  notification (please
  tick the appropriate
  box or boxes): [ ]
  An acquisition or
  disposal of voting
  rights [X] 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: Morgan Stanley          City and
  Wilmington, Delaware          country of
  USA                           registered
                                office (if
                                applicable):

  4. Full name of
  shareholder(s) (if
  different from 3.)v:

  5. Date on which the                                         0-
  threshold was                                                6-
  crossed or                                                   --
  reachedvi:                                                   O-
                                                               c-
                                                               t-
                                                               --
                                                               2-
                                                               0-
                                                               2-
                                                               1
  6. Total positions
  of person(s) subject
  to the notification
  obligation:
                         % of                  % of    To-      Total
                        voting                voting   tal      number of
                        rights                rights    of      voting
                        atta-                 through  both     rights of
                         ched                financial in %     issuervii
                          to                  instru-  (7.A
                        shares                 ments    +
                        (total               (total of 7.B)
                          of                  7.B.1 +
                         7.A)                 7.B.2)
  Resulting situation   0.00 %                   5.11 %  5.11      117,510,233
  on the date on which                                      %
  threshold was
  crossed or reached
  Position of previous   N/A %                    N/A %   N/A           /
  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 ISIN code   Number of                  % of voting
  (if possible)                    voting                     rights
                                   rightsix
       Direct (Art. 8 of the        Indirect     Direct      Indirect
         Transparency Law)         (Art. 9 of  (Art. 8 of   (Art. 9 of
                                      the          the         the
                                  Transparency Transparen- Transparency
                                      Law)       cy Law)       Law)
           LU1250154413                                               %  %
                                                                      %  %
                                                                      %  %
  SUBTOTAL A (Direct & Indirect)              0                     0.00 %

  B 1: Financial
  Instruments according
  to Art. 12(1)(a) of
  the Transparency Law
  Type of financial      Expi-  Exerci-    Number of voting rights  % of
  instrument             rati-  se/        that may be acquired if  vo-
                         on     Conversi-  the instrument is        ting
                         da-    on         exercised/ converted.    right-
                         tex    Periodxi                            s
  Right of recall over    at    at any          4,630,199          3.94
  securities lending      any    time                                 %
  agreements             time
                                                                     %
                                                                     %
                                SUBTOTAL          4,630,199         3.94%
                                B.1

  B 2: Financial Instruments
  with similar economic
  effect according to Art.
  12(1)(b) of the
  Transparency Law
  Type of financial           Expi-  Exerci-    Physical  Number of  % of
  instrument                  rati-  se/        or cash   voting     vo-
                              on     Conversi-  settle-   rights     ting
                              da-    on         mentxii              right-
                              tex    Periodxi                        s
  Equity Swap                 06/0- at any       cash   1,185,000  1.01%
                              9/20- time
                               22
  Equity Swap                 23/0- at any       cash   151,419    0.13%
                              1/20- time
                               23
  Equity Swap                 26/0- at any       cash   22,103     0.02%
                              7/20- time
                               23
  Retail Structured Product   23/0- at any       cash   18,484     0.02%
                              3/20- time
                               70
  Retail Structured Product   11/1- at any       cash   1,971      0.002-
                              2/20- time                             %
                               70
                                                SUBTOTAL  1,378,977 1.17%
                                                B.2

  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 X 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                Na-    % of    % of voting T- Directly
                                mexv   voting     rights    o- control-
                                       rights     through   t-  led by
                                       held by   financial  a-   (use
                                      ultimate  instruments l  number(s)
                                      control-    held by   o- from 1st
                                        ling     ultimate   f   column)
                                      person or controlling b-
                                      entity or  person or  o-
                                        held     entity or  t-
                                      directly     held     h
                                       by any   directly by
                                      subsidia-     any
                                      ry if it  subsidiary
                                      equals or    if it
                                      is higher  equals or
                                      than the   is higher
                                      notifia-   than the
                                         ble    notifiable
                                      threshold  threshold
                1               Mor-       %          %      %
                                gan
                                Stan-
                                ley
                2               Mor-       %          %      %      1
                                gan
                                Stan-
                                ley
                                Capi-
                                tal
                                Mana-
                                ge-
                                ment-
                                ,
                                LLC
                3               Mor-       %          %      %      2
                                gan
                                Stan-
                                ley
                                Dome-
                                stic
                                Hol-
                                ding-
                                s,
                                Inc.
                4               Mor-                                3
                                gan
                                Stan-
                                ley
                                Capi-
                                tal
                                Ser-
                                vi-
                                ces
                                LLC

                1               Mor-
                                gan
                                Stan-
                                ley
                2               Mor-                                1
                                gan
                                Stan-
                                ley
                                Capi-
                                tal
                                Mana-
                                ge-
                                ment-
                                ,
                                LLC
                3               Mor-                                2
                                gan
                                Stan-
                                ley
                                Dome-
                                stic
                                Hol-
                                ding-
                                s,
                                Inc.
                5               Mor-                                3
                                gan
                                Stan-
                                ley
                                &
                                Co.
                                LLC

                1               Mor-
                                gan
                                Stan-
                                ley
                6               Mor-                                1
                                gan
                                Stan-
                                ley
                                In-
                                ter-
                                na-
                                tio-
                                nal
                                Hol-
                                ding-
                                s
                                Inc.
                7               Mor-                                6
                                gan
                                Stan-
                                ley
                                In-
                                ter-
                                na-
                                tio-
                                nal
                                Limi-
                                ted
                8               Mor-                                7
                                gan
                                Stan-
                                ley
                                In-
                                vest-
                                ment-
                                s
                                (UK)
                9               Mor-                                8
                                gan
                                Stan-
                                ley
                                &
                                Co.
                                In-
                                ter-
                                na-
                                tio-
                                nal
                                plc

                1               Mor-
                                gan
                                Stan-
                                ley
                2               Mor-                                1
                                gan
                                Stan-
                                ley
                                Capi-
                                tal
                                Mana-
                                ge-
                                ment-
                                ,
                                LLC
                3               Mor-                                2
                                gan
                                Stan-
                                ley
                                Dome-
                                stic
                                Hol-
                                ding-
                                s,
                                Inc.
                5               Mor-                                3
                                gan
                                Stan-
                                ley
                                &
                                Co.
                                LLC
               10               Pri-                                5
                                me
                                Dea-
                                ler
                                Ser-
                                vi-
                                ces
                                Cor-
                                p.

  9. In case of proxy voting:
  The proxy holder named will
  cease to hold % and number of
  voting rights as of .

  10. Additional
  informationxvi:

    Done at  Glasgow  On  14-Oct-21

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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15.10.2021 Die DGAP Distributionsservices umfassen gesetzliche
Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen.
Medienarchiv unter http://www.dgap.de

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   Sprache:        Deutsch
   Unternehmen:    Adler Group S.A.
                   1B Heienhaff
                   1736 Senningerberg
                   Luxemburg
   Internet:       www.adler-group.com

   Ende der Mitteilung    DGAP News-Service
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1241087 15.10.2021
 ISIN  LU1250154413

AXC0203 2021-10-15/14:42

Related Links: Adler Group SA
Author:
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