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”)
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NOTIFICATION
OF
MAJOR
HOLDINGS
(to be sent to the relevant issuer
and
to the CSSF)i
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|
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1.
Identity
of
the
issuer
or
the
underlying
issuer
of existing
shares
to
which
voting
rights
are
attached
ii
:
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|
Aroundtown SA
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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:
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3.
Details
of
person
subject
to
the
notification
obligation
iv
:
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Name: Citigroup Inc.
Wilmington, Delaware United states
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City and country of registered office (if applicable):
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4.
Full
name
of
shareholder(s)
(if different from 3.)v:
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5.
Date
on
which
the
threshold
was
crossed
or
reached
vi
:
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20/07/2023
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6.
Total
positions
of
person(s)
subject
to
the
notification
obligation:
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% of voting rights attached to shares (total of 7.A)
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% of voting rights through financial instruments
(total of 7.B.1 + 7.B.2)
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Total of both in % (7.A + 7.B)
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Total number of voting rights of issuervii
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Resulting situation on the date on which threshold was crossed or reached
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2.9673 %
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4.7476 %
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7.7149 %
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1,537,025,609
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Position of previous notification (if
applicable)
|
0.0900 %
|
4.7290 %
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4.8190 %
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7.
Notified
details
of
the
resulting
situation
on
the
date
on
which
the
threshold
was
crossed
or
reached
viii
:
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|
A:
Voting
rights
attached
to
shares
|
Class/type
of
shares
ISIN code (if possible)
|
Number
of
voting
rights
ix
|
%
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)
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LU1673108939
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45,608,389
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%
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2.9673 %
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|
|
|
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%
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%
|
|
|
|
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%
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%
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SUBTOTAL
A
(Direct
&
Indirect)
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45,608,389
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2.9673 %
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B
1:
Financial
Instruments
according
to
Art.
12(1)(a)
of
the
Transparency
Law
|
Type
of
financial
instrument
|
Expiration date
x
|
Exercise/
Conversion
Period
xi
|
Number
of
voting
rights that may be acquired if the instrument is
exercised/
converted.
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%
of
voting
rights
|
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Right to Recall Lent Securities
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3,307,969
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0.2152 %
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|
|
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%
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%
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SUBTOTAL
B.1
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3,307,969
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0.2152 %
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B
2:
Financial
Instruments
with
similar
economic
effect
according
to
Art.
12(1)(b)
of
the Transparency Law
|
|
Type
of
financial
instrument
|
Expiration date
x
|
Exercise/ Conversion Period
xi
|
Physical
or
cash
settlement
xii
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Number of voting
rights
|
%
of
voting
rights
|
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Long Call
|
30.05.24-
25.11.26
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Physical
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66,651,669
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4.3364 %
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OTC Swap
|
11.09.23-
18.07.28
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Cash
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2,962,364
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0.1927 %
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Short Put
|
31.08.23
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Physical
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49,701
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0.0032 %
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SUBTOTAL
B.2
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69,663,734
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4.5324 %
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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 entity
xiv
(please provide a separate organisational chart in case of a complex structure):
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N°
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Name
xv
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% 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
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% 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
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Total
of
both
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Directly controlled
by (use
number(s)
from 1
st
column)
|
|
|
please
see
additonal
comments
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%
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%
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%
|
|
|
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%
|
%
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%
|
|
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%
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%
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%
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%
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%
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%
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%
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%
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%
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9.
In
case
of
proxy
voting
:
The
proxy
holder
named
will
cease
to
hold
%
and
number
of
voting
rights
as
of
.
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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
Citigroup Global Markets Europe AG
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Done at
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Belfast
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On
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21/07/2023
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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.