| NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the CSSF) |
| |
| 1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: |
| exceet Group SE |
2. Reason for the notification (please tick the appropriate box or boxes):
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): Article 9(a) of the Transparency Law - Termination of the shareholders'
agreement of exceet Group SE |
| 3. Details of person subject to the notification obligation : |
Name:
Wendel SE, controlled by Wendel-Participations SE |
City and country of registered office (if applicable):
Paris, France |
| |
|
| 4. Full name of shareholder(s) (if different from 3.): |
| Oranje-Nassau Groep B.V. |
| 5. Date on which the threshold was crossed or reached: 18 September 2017 |
|
| 6. Total positions of person(s) subject to the notification obligation: |
| |
% of voting rights attached to shares (total of 7.A) |
% of voting rights through financial instruments
(total of 7.B.1 + 7.B.2) |
Total of both in % (7.A + 7.B) |
Total number of voting rights of issuervii |
| Resulting situation on the date on which threshold was crossed or reached |
27.8 % |
% |
27.8 % |
20,523,695 |
| Position of previous notification (if applicable) |
71.34 % |
% |
71.34 % |
|
| 7. Notified details of the resulting situation on the date on which the threshold was crossed or reached: |
| A: Voting rights attached to shares |
Class/type of
shares
ISIN code (if possible) |
Number of voting rights |
% 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) |
| LU 0472835155 |
0 |
5,708,427 |
0 % |
27.8 % |
SUBTOTAL A
(Direct & Indirect) |
5,708,427 |
27.8% |
| |
| B 1: Financial Instruments according to Art. 12(1)(a) of the Transparency Law |
| Type of financial instrument |
Expiration
datex |
Exercise/
Conversion Periodxi |
Number of voting rights that may be acquired if the instrument is exercised/ converted. |
% of voting rights |
|
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|
|
|
% |
|
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|
|
|
% |
|
| |
|
|
|
% |
|
| |
|
SUBTOTAL B.1 |
|
% |
|
| |
| B 2: Financial Instruments with similar economic effect according to Art. 12(1)(b) of the Transparency Law |
| Type of financial instrument |
Expiration
date |
Exercise/
Conversion Period |
Physical or cash settlement |
Number of voting rights |
% of voting rights |
|
|
| |
|
|
|
|
% |
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|
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|
|
|
|
% |
|
|
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|
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|
|
% |
|
|
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|
|
SUBTOTAL B.2 |
|
% |
|
|
| |
|
|
|
|
|
|
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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.
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(please provide a separate organisational chart in case of a complex structure): |
| N |
Namexv |
% 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 |
% 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 |
Total of both |
Directly controlled by (use number(s) from 1st column) |
|
| 1 |
Wendel-Participations SE |
27.8 % |
% |
27.8 % |
NA |
|
| 2 |
Wendel SE |
27.8 % |
% |
27.8 % |
1 |
|
| 3 |
Oranje-Nassau Groep B.V. |
27.8 % |
% |
27.8 % |
2 |
|
| |
9. In case of proxy voting:
The proxy holder named will cease to hold % and number of voting rights as of . |
| |
| 10. Additional information: |
Upon the sale and transfer by Greenock S.à r.l. of all of its shares in exceet Group SE to
various purchasers, as notified by VM Principals Verwaltungs GmbH to the CSSF on 18 September, 2017, the existing shareholders' agreement originally dated on 7 June 2011, as amended and restated on 21 July 2011, and made among Greenock S.à r.l. and Eiflia
Holdings GmbH, Germany, Oranje-Nassau Participaties B.V., and Mssrs Roland Lienau,
Ulrich Reutner, Robert Wolny and Jan Trommershausen, which came into force on 26 July
2011 and by which the parties adopted a lasting common policy towards the management of exceet Group SE within the meaning of Article 9(a) of the Transparency Law, terminated and
any acting in concert of the parties thereto came to an end.
Please also note that (i) on 21 September 2017, Oranje-Nassau Participaties B.V. previous
holder of the shares of exceet Group SE, was merged into its sole shareholder, Oranje-Nassau Development B.V. and that (ii) on 22 September 2017, Oranje-Nassau Development B.V. was merged into its sole shareholder Oranje-Nassau Groep B.V. As a result of these two intragroup mergers, the relevant shares of exceet Group SE are now held by Oranje-Nassau Groep B.V. |
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