Voting Rights Announcements | 18 February 2015 11:18
HUGO BOSS AG
18.02.2015 11:18
Dissemination of a Voting Rights Announcement, transmitted by
DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
HUGO BOSS AG received the following information referring to notification
pursuant to sec. 25a para. 1 WpHG by PFC S.r.l., Vicenza, Italy, 17
February 2015:
'We herewith notify pursuant to sec. 25a para. 1 sentence 1 WpHG that on 12
February 2015 we directly held instruments pursuant to sec. 25a para. 1
sentence 1 WpHG enabling us under certain circumstances to directly or
indirectly acquire voting rights in the proportion of 19.03% (equals:
13,400,001 voting rights) in HUGO BOSS AG calculated from the total amount
of voting rights in HUGO BOSS AG in the amount of 70,400,000. As per this
date PFC S.r.l. would have fallen below the thresholds of 30%, 25%, and 20%
of voting rights.
One instrument held by PFC S.r.l. relates to a right of first offer (Recht
zur Abgabe eines ersten Angebots) contained in a Shareholders Agreement,
which was signed in 2007 and ends on 02 August 2017, between PFC S.r.l. and
ZETA FINANCE S.A. as minority sharehold-ers and Red & Black Holdco S.à r.l.
and Red & Black Holdco 2 S.à r.l. as majority shareholders of the holding
company Red & Black Topco S.à r.l. ('Topco').
The right of first offer does not directly relate to shares in HUGO BOSS AG
but does only enable us - subject to the majority shareholders of Topco
intending to sell their controlling stake in Topco or its immediate
subsidiary and under certain other conditions and only in certain limited
circumstances - to make an offer and, if the majority shareholders accept
such offer, to acquire the majority of the shares in Topco or such
subsidiary which in turn - among other assets on 12 February 2015
indirectly holds a voting rights proportion of 19.03% (equals: 13,400,001
voting rights) in HUGO BOSS AG after shares in HUGO BOSS AG with a voting
rights proportion of 12.78% ( equals: 9,000,000 voting rights) were placed.
A further instrument held by us relates to shares in HUGO BOSS AG with a
voting rights proportion of 2.91% (equals: 2,050,000 voting rights) that
are included in the afore-mentioned remaining shares in HUGO BOSS AG with a
voting rights proportion of 19.03% (equals: 13,400,001 voting rights) and
are also the subject matter of the aforementioned share purchase agreement
between, inter alia, Topco as the seller and us as the purchaser of shares
in HUGO BOSS AG with a voting rights proportion of 2.91% (equals: 2,050,000
voting rights). The share purchase agreement includes a total of three
closing conditions. None of these closing conditions have been met yet. The
occurrence of these closing conditions may not be effected by us by way of
unilateral declaration.'
18.02.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------------
Language: English
Company: HUGO BOSS AG
Dieselstraße 12
72555 Metzingen
Germany
Internet: www.hugoboss.com
End of Announcement DGAP News-Service
---------------------------------------------------------------------------