| 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: |
| exceet Group SE, 17, rue de Flaxweiler, L-6776 Grevenmacher, Grand Duchy of Luxembourg, RCS Luxembourg B: 148.525 |
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: White Elephant S.à r.l. |
City and country of registered office (if applicable): |
| |
c/o navAXX S.A., 17, rue de Flaxweiler, L-6776 Grevenmacher, Grand Duchy of Luxembourg, RCS Luxembourg: B 217.931 |
| 4. Full name of shareholder(s) (if different from 3.)v: |
| N/A |
| 5. Date on which the threshold was crossed or reachedvi: |
7 August 2019 |
| 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 |
68.70 % |
0 % |
68.70 % |
20,523,695 |
| Position of previous notification (if applicable) |
56.07 % |
0 % |
56.07 % |
|
| 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 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) |
Class A shares
ISIN LU0472835155 |
11,813,721 |
2,286,935 |
57.56% |
11.14 % |
| |
|
|
% |
% |
| |
|
|
% |
% |
SUBTOTAL A
(Direct & Indirect) |
14,100,656 |
68.70 % |
| |
| 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 |
N/A |
N/A |
N/A |
% |
|
| |
|
|
|
% |
|
| |
|
|
|
% |
|
| |
|
SUBTOTAL B.1 |
N/A |
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 |
N/A |
N/A |
N/A |
N/A |
% |
|
|
| |
|
|
|
|
% |
|
|
| |
|
|
|
|
% |
|
|
| |
|
|
SUBTOTAL B.2 |
N/A |
N/A% |
|
|
| |
|
|
|
|
|
|
|
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 |
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) |
|
| 1 |
Klaus Röhrig |
N/A |
0 % |
N/A |
N/A |
|
| 2 |
Tamlino Investments Ltd. |
N/A |
0 % |
N/A |
1 |
|
| 3 |
Tamlino Import & Advisory Ltd |
N/A |
0 % |
N/A |
2 |
|
| 4 |
Active Ownership Investments Limited |
11.14 % |
0 % |
11.14 % |
3 |
|
| 5 |
Florian Schuhbauer/
Andrea Schuhbauer |
N/A |
0 % |
N/A |
N/A |
|
| 6 |
Active Ownership Advisors GmbH |
N/A |
0 % |
N/A |
5 |
|
| 7 |
Active Ownership Capital S.à r.l. |
N/A |
0 % |
N/A |
4 and 6 |
|
| 8 |
Active Ownership Fund SCS |
N/A |
0 % |
N/A |
7 |
|
| 9 |
White Elephant Holdco S.à r.l. |
N/A |
0 % |
N/A |
8 |
|
| 10 |
White Elephant S.à r.l. |
57.56 % |
0 % |
57.56 % |
9 |
|
| |
9. In case of proxy voting:
The proxy holder named will cease to hold % and number of voting rights as of .
N/A |
| |
| 10. Additional informationxvi: |
Klaus Röhrig is the 100% owner of Tamlino Investments Ltd. acting as general partner of Tamlino Import & Advisory LP itself holding 100% in Active Ownership Investments Limited ('AOI'), which in turn holds 50% in Active Ownership Capital S.à r.l. ('AOC').
Florian Schuhbauer and Andrea Schuhbauer are the 51% respectively 49% owners of Active Ownership Advisors GmbH, holding the remaining 50% in AOC.
AOC is the general partner of Active Ownership Fund SCS which is the majority shareholder of White Elephant Holdco S.à r.l. which in turn is the sole shareholder of White Elephant S.à r.l. ('White Elephant').
AOI and White Elephant have on 5 July 2019 entered into an acting in concert agreement by which AOI and White Elephant have documented their intention to coordinate their voting rights in, and pursue a sustainable joint policy towards, exceet. AOI and White Elephant are accordingly to be considered as acting in concert for the purposes of article 9(a) of the Transparency Law. |
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