EQS-PVR: 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 (2024)

EQS Voting Rights Announcement: Aroundtown SA
Correction of a release from 25/01/2024, 17:11 CET/CEST - 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

26.01.2024 / 15:44 CET/CEST
Dissemination of a Voting Rights Announcement transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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 reference5748
Submitted at (Luxembourg time)2024-01-22 15:45

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: Citigroup INC

City and country of registered office (if applicable): Wilmington, Delaware United states

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:

2024-01-18

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
0.47

4.58

5.07

1,537,025,609
Position of previous notification (if applicable)0.444.554.99-
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 directixNumber of voting rights indirectix% of voting rights directix% of voting rights indirectix
LU167310893907,358,6000.000.47
SUBTOTAL A (Direct & Indirect)7,358,6000.47

B.1: Financial Instruments according to Art. 12(1)(a) of the Transparency Law

Type of financial instrumentExpiration datexExercise/ Conversion PeriodxiNumber of voting rights that may be acquired if the instrument is exercised/ converted% of voting rights
Right to Recall Lent Securities 1,965,2500.12
SUBTOTAL B.11,965,2500.12

B.2: Financial Instruments with similar economic effect according to Art. 12(1)(b) of the Transparency Law

Type of financial instrumentExpiration datexExercise/Conversion PeriodxiPhysical or cash settlementxiiNumber of voting rights% of voting rights
Long Call2026-11-25 PHYSICAL65,860,1494.28
OTC Swap2028-07-18 CASH2,817,7270.18
SUBTOTAL B.268,677,8764.46

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.


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:

Please find chain of controlled undertakings below, and attached organistaional chart. Citigroup Inc. Citigroup Global Markets Holdings Inc. Citigroup Financial Products Inc. Citigroup Global Markets Europe Finance Limited Citigroup Global Markets (International) Finance GmBH Switzerland Citigroup Global Markets Holdings Bahamas Limited Citigroup Global Markets Limited 5.0748% Citigroup Global Markets Europe AG

Correction of previous notification: Inclusion of organisational chart, not included in original notification

EMEA Structure Chart Citigroup Global Markets Europe AG
as at July 2021
CITIGROUP INC.
(USA)
100%
Citigroup Global Markets Holdings Inc.
(USA)
100%
Citigroup Financial Products Inc.
(USA)
100%
Citigroup Global Markets Europe Finance Limited 49.62%
90% Voting rights
100% 100%
Citigroup Global Markets Switzerland Holding GmbH (Switzerland) Citigroup Global Markets (International) Finance GmbH (Switzerland)
0.17%
All non-voting Pref Shares
50.21%
10% Voting rights
Citigroup Global Markets Holdings Bahamas Limited
(Bahamas)
100%
Citigroup Global Markets Limited
100%
Citigroup Global Markets Europe AG
(Germany)

Date: 2024-01-22 15:45

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.


26.01.2024 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com

As a seasoned expert in financial markets, particularly in the realm of securities and transparency requirements, I can readily interpret the complex information provided in the EQS Voting Rights Announcement related to Aroundtown SA. My expertise is founded on a deep understanding of regulatory frameworks, market practices, and financial instruments.

The release on 26/01/2024 details a correction to a previous announcement on 25/01/2024, indicating a change in major holdings for Aroundtown SA. The disclosure is in compliance with the modified law and grand-ducal regulation of 11 January 2008 on transparency requirements for issuers of securities.

Let's break down the key concepts and information presented in the article:

  1. Issuer Information:

    • The issuer in question is Aroundtown SA, a company subject to the modified law and grand-ducal regulation on transparency requirements for issuers.
  2. Notification Purpose:

    • The reason for the notification is the acquisition or disposal of voting rights by a significant shareholder.
  3. Person Subject to Notification:

    • The entity responsible for the notification is Citigroup Inc., based in Wilmington, Delaware, United States.
  4. Date and Filing Reference:

    • The notification was submitted on 22nd January 2024 at 15:45 (Luxembourg time) with the filing reference 5748.
  5. Threshold Crossing Date:

    • The threshold for voting rights was crossed on 18th January 2024.
  6. Total Positions:

    • The total positions of Citigroup Inc. on the date of threshold crossing include 0.47% of voting rights attached to shares, 4.58% of voting rights through financial instruments, resulting in a total of 5.07%. The total number of voting rights of Aroundtown SA is 1,537,025,609.
  7. Details of Voting Rights and Financial Instruments:

    • The breakdown of voting rights and financial instruments is provided, specifying the class/type of shares, number of voting rights, and percentages. This includes direct and indirect holdings, as well as financial instruments with expiration dates and conversion periods.
  8. Controlled Undertakings:

    • The organizational chart reveals the chain of controlled undertakings through which voting rights and financial instruments are held, starting with Citigroup Inc. as the ultimate controlling entity.
  9. Proxy Voting and Additional Information:

    • The disclosure mentions that there is no information regarding proxy voting. Additional details include the chain of controlled undertakings and an attached organizational chart.
  10. Correction of Previous Notification:

    • A correction has been made to the previous notification, and an organizational chart, not included in the original notification, has been added.

The information provided adheres to the standard form for notification of major holdings, and it aligns with the transparency requirements outlined in the applicable law and regulation. This level of detail is crucial for market participants, regulators, and other stakeholders to have a comprehensive understanding of changes in major holdings and voting rights for Aroundtown SA.

EQS-PVR: 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 (2024)

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