DGAP-Stimmrechte

ADO Properties S.A. (deutsch)

ADO Properties S.A.: Veröffentlichung gemäß § 40 Abs. 1 WpHG mit dem Ziel der europaweiten Verbreitung

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

07.04.2020 / 10:57
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:
ADO Properties S.A. 1B
Heienhaff, L-1736
Senningerberg, Luxembourg;
LEI: 391200OYYFJ3DWAMEC69 .
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
X Other (please specify)iii:
Voting rights are exercised by
the person details in 3. below
as a proxy holder within the
meaning of Article 9(h) of the
Transparency Law
3. Details of person subject
to the notification
obligationiv:
Name: Mezzanine IX Investors City and
S.A with its registered office country of
in Luxembourg and Pruss GMBH registered
with its registered office in office (if
Hannover, Germany and applicable):
Fortitudo Capital SPC with its
registered office in Grand
Cayman, Cayman Islands

4. Full name of shareholder(s)
(if different from 3.)v:
BNP Paribas Securities
Services S.C.A., Frankfurt
branch (see point 10. of this
document for clarification)
5. Date on which the threshold 31/03/2020
was crossed or reachedvi:
6. Total positions of
person(s) subject to the
notification obligation:
% of voting % of To- Total rights voting tal number of attached to rights of voting shares through both rights of (total of financi- in % issuervii 7.A) al (7.A instru- + ments 7.B) (total of 7.B.1 + 7.B.2) Resulting situation on the 5.31 % 0 % 5.31 71,845,613 date on which threshold was % crossed or reached
Position of previous 0 % 0 % 0 % 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 Number of % of
ISIN code (if voting voting
possible) rightsix rights
Direct (Art. 8 of the Indirect Direct Indirect Transparency Law) (Art. 9 (Art. 8 (Art. 9 of of the of the the
Transpa- Transpa- Transparen- rency rency cy Law) Law) Law)
LU1250154413 3,815,850 0 5.31 % 0 % % % % % 5.31 % SUBTOTAL A (Direct & 3,815,850
Indirect)

B 1: Financial
Instruments according
to Art. 12(1)(a) of
the Transparency Law
Type of financial Expirati- Exerci- Number of % of instrument on datex se/ voting vo- Conversi- rights ting on that may righ- Periodxi be ts acquired if the
instrument is
exercised/ converted. N/A 0 % 0 % 0 % SUBTOTAL 0 % B.1

B 2: Financial
Instruments with
similar economic
effect according to
Art. 12(1)(b) of the
Transparency Law
Type of financial Expirati- Exerci- Physical Num- % of instrument on datex se/ or cash ber voting Conversi- settlement- of rights on xii vo- Periodxi ting righ- ts N/A 0 % 0 % 0 % SUBTOTAL 0 % 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):
No Namexv % of % of To- Directly voting voting tal control- rights rights of led by held by through both (use ultimate financial number(s) control- instru- from 1st ling ments held column) person by
or ultimate entity control- or held ling
directly person or by any entity or subsidia- held
ry if it directly equals by any
or is subsidiary higher if it
than the equals or notifia- is higher ble than the thres- notifiable hold threshold 1 Mezzanine 3.83 % 0 % 3.83 IX % Investors
SA
2 Pruss 1.48 % 0 % 1.48 1 GMBH % 0 % 0 % 0 % % % % % % %

9. In case of proxy
voting: The proxy
holder named n/a will
cease to hold 0 % and
0 number of voting
rights as of n/a .

10. Additional
informationxvi:
BNP Paribas Frankfurt
Securities Services
S.C.A., Frankfurt
branch is holding
3,815,850 shares in
ADO Properties S.A.
in its role as
settlement agent
only, in the name, on
behalf and for the
account of and acting
as a proxy of
Fortitudo Capital
SPC, from the issue
of the shares on 31
March 2020 until
settlement on 9 April
2020 Fortitudo
Capital SPC, on
behalf of and for the
account of Fortitudo
Real Estate
Opportunities
Segregated Porfolio
holds the shares and
has appointed
Mezzanine IX
Investors S.A and
Pruss GMBH
respectively to
exercise voting
rights over the
shares and these
entities can vote on
their own discretion.
Pruss GMBH is a 100%
owned subsidiary of
Mezzanine IX
Investors S.A.
Done at London On 06-04-2020

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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Sprache: Deutsch
Unternehmen: ADO Properties S.A.
1B Heienhaff
1736 Senningerberg
Luxemburg
Internet: www.ado.properties

Ende der Mitteilung DGAP News-Service
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