Adler Group S.A.: Release according to Article 11(6) of the Luxembourg Transparency Law with the objective of dissemination with the objective of Europe-wide distribution EQS Stimmrechtsmitteilung: Adler Group S.A. Adler Group S.A.: Release according to Article 11(6) of the Luxembourg Transparency Law with the objective of dissemination with the objective of Europe-wide distribution 23.10.2024 / 20:00 CET / CEST Veröffentlichung einer Stimmrechtsmitteilung übermittelt durch EQS News - ein Service der EQS Group AG.
23.10.2024 - 20:00:43EQS-Stimmrechte: Adler Group S.A. (deutsch)
Adler Group S.A.: Release according to Article 11(6) of the Luxembourg Transparency Law with the objective of dissemination with the objective of Europe-wide distribution
EQS Stimmrechtsmitteilung: Adler Group S.A.
Adler Group S.A.: Release according to Article 11(6) of the Luxembourg
Transparency Law with the objective of dissemination with the objective of
Europe-wide distribution
23.10.2024 / 20:00 CET/CEST
Veröffentlichung einer Stimmrechtsmitteilung übermittelt durch EQS News -
ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
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NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
CSSF)i
Filing reference 8727
Submitted at (Luxembourg time) 2024-10-22 17:37
1. Identity of the issuer or the underlying issuer of existing shares to
which voting rights are attachedii:
ADLER Group S.A.
2. Reason for the notification:
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligationiv:
Name: Sculptor Capital Management Inc
City and country of registered office (if applicable): New York, United
States of America
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:
2024-10-15
6. Total positions of person(s) subject to the notification obligation:
% of voting % of voting Total Total
rights rights through of both number of
attached to financial in % voting
shares instruments (7.A + rights of
(total of (total of 7.B.1 + 7.B) issuervii
7.A) 7.B.2)
Resulting 8.95 0.00 8.95 606,504,428
situation on the
date on which
threshold was
crossed or
reached
Position of 8.95 0.00 8.95 -
previous
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 Number of Number of % of % of voting
shares (ISIN code voting voting rights voting rights
if possible) rights indirectix rights indirectix
directix directix
LU2900363131 50,421,881 8 8.31 0.00
LU1250154413 3,887,077 0 0.64 0.00
SUBTOTAL A 54,308,966 8.95
(Direct &
Indirect)
B.1: Financial Instruments according to Art. 12(1)(a) of the Transparency
Law
Type of Expi- Exercise/ Number of voting rights that may % of
financial rati- Conversion be acquired if the instrument is voting
instrument on Periodxi exercised/ converted rights
datex
N/A
B.2: Financial Instruments with similar economic effect according to Art.
12(1)(b) of the Transparency Law
Type of Expira- Exercise/Con- Physical or Number of % of
financial tion version cash voting voting
instrument datex Periodxi settlementxii rights rights
N/A
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:
N Namexv % of voting rights % of voting rights To- Directly
held by ultimate through financial tal control- controlling person or instruments held by of led by entity or held ultimate controlling both (use directly by any person or entity or number(s) subsidiary if it held directly by any from 1st equals or is higher subsidiary if it column) than the notifiable equals or is higher threshold than the notifiable threshold 1 Sculp- 2.44 0.00 2.44 1 tor SC II, LP 2 Sculp- 1.09 0.00 1.09 1 tor Credit Oppor- tuni- ties Master Fund, Ltd 3 Sculp- 5.43 0.00 5.43 1 tor Master Fund, Ltd. 9. In case of proxy voting:
N/A
10. Additional informationxvi:
Sculptor Capital Management, Inc. holds its interests in Sculptor Capital LPand Sculptor Sculptor II LP indirectly through Sculptor Capital HoldingCorporation, a wholly owned subsidiary of Sculptor Capital Management, Inc..Sculptor Capital Holding Corporation is the general partner of SculptorCapital LP. * Personnel of Rithm and Sculptor may not communicate with anypersonnel of the other, any "Confidential Information", unless suchcommunication is authorized in advance by Sculptor Compliance or RithmLegal. "Confidential Information" includes: (i) any material, non-publicinformation about specific securities or issuers of such securities thatrelates to past, current or actually anticipated trades or positions inspecific securities, (ii) proprietary or non- public information regardingpositions in specific securities held by the respective advisory clients oftheir affiliated investment advisers (including individual and institutionalmanaged account clients, funds and other investment vehicles, asapplicable), proposed or (declined) transactions in specific securities orposition-level trading strategies in specific securities on behalf of anysuch advisory clients, (iii) information about a specific security or issuerof a security in relation to past, current or actually anticipated trades orpositions provided to or obtained by Rithm or Sculptor, as applicable,pursuant to a confidentiality agreement not to trade, and (iv) non-publicinformation and data on past, current or actually anticipated trades orpositions in commodities interests. * Personnel of Rithm and Sculptor maynot influence, coordinate or otherwise participate in any investment orvoting decision-making of the other with respect to any specific orcontemplated securities transactions in specific securities (e.g., agree tovote proxies a certain way or coordinate the trading of an issuer'ssecurities with another desk or discuss in any way Confidential Informationthat may influence potential trading or the voting of any such securities).* Sculptor employees that engage in securities transactions ("SculptorTrading Employees") are required to be physically separated from Rithmemployees that engage in securities transactions ("Rithm Trading Employees"and together with Sculptor Trading Employees, "Trading Employees") so theycannot overhear telephone conversations, see computer screens, or see itemson the desks of Rithm Trading Employees or Sculptor Trading Employees aboutthe securities transactions or other Confidential Information relating tothe other, as applicable. * Sculptor and Rithm do not share common serversand there is otherwise an information barrier between Sculptor and Rithmwhich is controlled by Sculptor Compliance and Rithm Legal. Contact person:Aggy Hammond, Sculptor Capital Management Europe Limited., Park House, 116Park Street, London W1K 6AF, United Kingdom.
Date: 2024-10-22 17:37
Notes
i Please note that national forms may vary due to specific nationallegislation (Article 3(1a) of Directive 2004/109/EC) as for instance theapplicable thresholds or information regarding capital holdings.
ii Full name of the legal entity and further specification of the issuer orunderlying 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 offinancial instruments) or acting in concert.
iv This should be the full name of (a) the shareholder; (b) the naturalperson or legal entity acquiring, disposing of or exercising voting rightsin 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) ofthe Transparency Law.
As the disclosure of cases of acting in concert may vary due to the specificcircumstances (e.g. same or different total positions of the parties,entering or exiting of acting in concert by a single party) the standardform does not provide for a specific method how to notify cases of acting inconcert.
In relation to the transactions referred to in points (b) to (h) of Article9 of the Transparency Law, the following list is provided as indication ofthe 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 theTransparency Law. This should be the full name of the shareholder who is thecounterparty to the natural person or legal entity referred to in Article 9of that Law unless the percentage of voting rights held by the shareholderis 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 onwhich the acquisition or disposal took place or the other reason triggeredthe notification obligation. For passive crossings, the date when thecorporate 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 rightsare attached even if the exercise thereof is suspended.
viii If the holding has fallen below the 5% threshold, please note that itis not necessary to disclose the extent of the holding, only that the newholding 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 thevoting 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 whenright to acquire shares ends.
xi If the financial instrument has such a period - please specify thisperiod - for example once every 3 months starting from [date].
xii In case of cash settled instruments the number and percentages of votingrights is to be presented on a delta-adjusted basis (Article 12(2) of theTransparency Law).
xiii If the person subject to the notification obligation is eithercontrolled and/or does control another undertaking then the second optionapplies.
xiv The full chain of controlled undertakings starting with the ultimatecontrolling natural person or legal entity also has to be presented in thecases in which only on subsidiary level a threshold is crossed or reachedand the subsidiary undertaking discloses the notification as only then themarket always gets the full picture of the group holdings. In case ofmultiple chains through which the voting rights and/or financial instrumentsare effectively held the chains have to be presented chain by chain leavinga row free between different chains (e.g.: A, B, C, free row, A, B, D, freerow, A, E, F etc.). Numbers shall be attributed to all persons or entitieswithin the group in column 1 in order to allow a clear indication of thecontrol structure in column 6. The names of all undertakings of the controlchain shall be provided in column 2, even if the number of the directly heldvoting rights and/or financial instruments is not equal or higher than thenotifiable threshold. Columns 3 & 4 shall indicate the holdings of thosepersons or entities directly holding the voting rights and/or financialinstruments if the holding is equal or higher than the notifiable threshold.
xv The names of controlled undertakings through which the voting rightsand/or financial instruments are effectively held have to be presentedirrespectively whether the controlled undertakings cross or reach the lowestapplicable threshold themselves.
xvi Example: Correction of a previous notification.
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Sprache: Deutsch Unternehmen: Adler Group S.A. 55 Allée Scheffer 2520 Luxemburg Luxemburg Internet: www.adler-group.com
Ende der Mitteilung EQS News-Service---------------------------------------------------------------------------
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