A shareholder of H2APEX Group SCA (the “Company”) notifies the Company of the proportion of voting rights in the Company that it holds if it reaches, exceeds or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, 33 ⅓%, 50% and 66 ⅔% through the acquisition or sale of shares in the Company. The proportion of voting rights is calculated on the basis of the total number of shares with voting rights, even if the exercise of these voting rights is suspended.
This notification obligation also applies to a natural person or legal entity if it is entitled to acquire, sell or exercise voting rights in one or more of the following cases:
- Voting rights held by a third party with whom this natural person or legal entity has entered into an agreement that obliges both to pursue a long-term common policy with regard to the management of the issuer concerned by exercising the voting rights they hold by mutual agreement;
- Voting rights held by a third party on the basis of an agreement with this natural or legal person that provides for the temporary transfer of these voting rights in return for consideration;
- Voting rights from shares held as collateral by this natural person or legal entity, provided that the latter holds the voting rights and declares its intention to exercise them;
- Voting rights from shares in which a usufruct has been granted in favor of this natural or legal person;
- Voting rights held by a company controlled by this natural or legal person or which can be exercised in accordance with letters a) to d);
- Voting rights from shares held in custody by this natural person or legal entity, which the latter may exercise at its own discretion if no special instructions have been issued by the shareholders;
- Voting rights held by a third party in its own name for the account of that natural person or legal entity;
- Voting rights that this natural person or legal entity may exercise as a proxy and that the latter may exercise at its own discretion if there are no special instructions from the shareholders.
Specific financial instruments
This same notification obligation also applies to natural or legal persons who directly or indirectly hold so-called specific financial instruments that
- grant the holder either the unconditional right to acquire shares in the company already issued and carrying voting rights or a discretionary right to acquire these shares when they fall due under a formal agreement;
- which are not covered by point (y) but which relate to shares covered by that point and which have an economic effect comparable to that of the financial instruments referred to in that point, whether or not they confer a right to physical settlement.
The notification to be made shall break down the type of financial instruments held in accordance with point (y) and those held in accordance with point (z), distinguishing between those financial instruments giving rise to a right to physical settlement and those giving rise to a right to cash settlement.
The number of voting rights is calculated by reference to the full nominal number of shares underlying the financial instrument, unless the financial instrument provides for cash settlement only, in which case the number of voting rights is calculated on a ‘delta-adjusted’ basis, multiplying the nominal number of underlying shares by the delta of the instrument. For this purpose, the holder must aggregate and notify all financial instruments relating to the company. Only purchase positions are included in the calculation of voting rights. Acquisition positions are not offset against disposal positions relating to the company.
For the purposes of the notification obligation of so-called specific financial instruments, the following instruments are considered financial instruments if they meet one of the conditions set out in point (y) or (z):
- transferable securities;
- Options;
- Forward contracts;
- Swaps;
- Interest equalization agreements;
- Contracts for differences and
- all other contracts or agreements with comparable economic effect that can be settled physically or in cash.
Aggregation
All described notification obligations with regard to shares and voting rights as well as specific financial instruments also apply to a natural or legal person if the number of directly or indirectly held voting rights together with the number of voting rights in relation to directly or indirectly held specific financial instruments reaches, exceeds or falls below the thresholds set out in the first paragraph above.
The notification to be made must break down the number of voting rights from shares and the voting rights held in relation to specific financial instruments.
Voting rights relating to specific financial instruments that have already been notified must be notified again if the natural or legal person has acquired the underlying shares and this acquisition results in the total number of voting rights from shares in the company reaching or exceeding the thresholds specified in the first paragraph above.
Voting rights notifications shall be made as soon as possible, but no later than three trading days after the day following the day on which the shareholder becomes aware of the acquisition or disposal or the possibility of exercising voting rights or on which the shareholder should have become aware of this under the given circumstances, irrespective of the day on which the acquisition, disposal or the possibility of exercising voting rights becomes effective or the day on which the event that changes the allocation of voting rights is notified.
We kindly ask shareholders who are obliged to notify under the Luxembourg Transparency Law to send their notification to H2APEX Group SCA to the following address:
Investor Relations
Investor.Relations(at)h2apex.com
H2APEX Group SCA
19, rue de Flaxweiler
6776 Grevenmacher
Luxembourg
Phone: +352 28 38 47 20
Fax: +352 28 38 47 29
We would also like to draw our shareholders’ attention to the fact that any notification pursuant to the Luxembourg Transparency Law must also be sent to the Luxembourg securities regulator, the Commission de Surveillance du Secteur Financier (CSSF). The CSSF has published information and notification forms on its website regarding the disclosure obligations under the Luxembourg Transparency Law. The link to the CSSF website can be found here.
Under certain narrowly defined conditions, exceptions to the disclosure obligations outlined above may apply. For further information on any applicable exceptions, please refer to the relevant articles of the amended Transparency Act of January 11, 2008.
The H2APEX Group SCA (formerly Helikos SE) was notified of the following voting rights notifications in accordance with the Luxembourg Transparency Act:
