TIDMBME
RNS Number : 8964D
B&M European Value Retail S.A.
24 February 2020
ANNEXE A: S tandard form for notification of major holdings
Form to be used for the purposes of notifying a change in major holdings
pursuant to the modified law and grand-ducal regulation of 11 January
2008 on transparency requirements for issuers of securities (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 attached (ii) :
B&M EUROPEAN VALUE RETAIL SA
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
Other (please specify) (iii) :
3. Details of person subject to the notification obligation (iv) :
Name: Maverick Capital, Ltd., City and country of registered office (if
as a discretionary manager applicable): Dallas, United States
of client accounts or fund
or investment manager.
4. Full name of shareholder(s) (if different from 3.) (v) :
See Section 8 - chain of controlled undertakings
5. Date on which the threshold was crossed 17 February 2020
or reached (vi) :
---------------------------------------------------------------------- -------------------------------
6. Total positions of person(s) subject to the notification obligation:
% of voting % of voting rights Total of both Total number
rights attached through financial in % (7.A + of voting rights
to shares (total instruments 7.B) of issuer (vii)
of 7.A) (total of 7.B.1
+ 7.B.2)
------------------ ------------------- ---------------- ------------------
Resulting situation
on the date
on which threshold
was crossed
or reached 0.21 % 4.83 % 5.04 % 1,000,582,898
------------------ ------------------- ---------------- ------------------
Position of
previous notification
(if applicable) 0.21 % 4.67 % 4.88 %
------------------ ------------------- ---------------- ------------------
7. Notified details of the resulting situation on the date on which the
threshold was crossed or reached (viii) :
A: Voting rights attached to shares
Class/type of Number of voting rights (ix) % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
(Art 8 of the (Art 9 of the (Art 8 of the (Art 9 of
Transparency Transparency Transparency the Transparency
Law) Law) Law) Law)
------------------------------------
LU1072616219 2,099,749 % 0.21%
------------------------------ ------------------------------------ ----------------------- ------------------
% %
------------------------------ ------------------------------------ ----------------------- ------------------
% %
------------------------------ ------------------------------------ ----------------------- ------------------
SUBTOTAL A
(Direct & Indirect) 2,099,749 0.21%
-------------------------------------------------------------------- -------------------------------------------
B 1: Financial Instruments according to Art. 12(1)(a) of the Transparency
Law
Type of financial Expiration Exercise/ Number of voting % of
instrument date (x) Conversion Period rights that may voting
(xi) be acquired if rights
the instrument
is exercised/ converted.
----------------- --------------------------------------- --------------------------------- -----------
%
----------------- --------------------------------------- --------------------------------- -----------
%
----------------- --------------------------------------- --------------------------------- -----------
%
----------------- --------------------------------------- --------------------------------- -----------
SUBTOTAL B.1 %
--------------------------------------- --------------------------------- -----------
B 2: Financial Instruments with similar economic effect according to
Art. 12(1)(b) of the Transparency Law
Type of financial Expiration Exercise/ Physical Number of % of
instrument date (x) Conversion or cash settlement voting rights voting
Period (xi) (xii) rights
--------------------------- -------------------------- -------------------------- ------------------
Various between
Total Return Swaps 26/03/2020 4.83
(No Voting Rights) and 7/01/2025 N/A Cash 48,284,141 %
--------------------------- -------------------------- -------------------------- ------------------
%
--------------------------- -------------------------- -------------------------- ------------------
%
--------------------------- -------------------------- -------------------------- ------------------
4.83
SUBTOTAL B.2 48,284,141 %
-------------------------- ------------------
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)
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):
Ndeg Name (xv) % of voting % of voting Total of both Directly
rights held rights through controlled
by ultimate financial instruments by (use
controlling held by ultimate number(s)
person or entity controlling from 1(st)
or held directly person or entity column)
by any subsidiary or held directly
if it equals by any subsidiary
or is higher if it equals
than the notifiable or is higher
threshold than the notifiable
threshold
-------------------------------- -------------------------- ------------------------------ ----------------------- ------------------
Maverick Capital,
1 Ltd. 0.21% 4.83 % 5.04 %
-------------------------------- -------------------------- ------------------------------ ----------------------- ------------------
Maverick Fund II, Less than
2 Ltd. Less than 5% 5% 1
-------------------------------- -------------------------- ------------------------------ ----------------------- ------------------
Maverick Fund, Less than
3 L.D.C. Less than 5% 5% 1
-------------------------------- -------------------------- ------------------------------ ----------------------- ------------------
Maverick Long Fund, Less than
4 Ltd. Less than 5% 5% 1
-------------------------------- -------------------------- ------------------------------ ----------------------- ------------------
Maverick Long Enhanced Less than
5 Fund, Ltd. Less than 5% 5% 1
-------------------------------- -------------------------- ------------------------------ ----------------------- ------------------
Goldman Sachs Profit
Sharing Master Less than
6 Trust Less than 5% 5% 1
-------------------------------- -------------------------- ------------------------------ ----------------------- ------------------
Maverick Fund USA, Less than
7 Ltd. Less than 5% 5% 1
-------------------------------- -------------------------- ------------------------------ ----------------------- ------------------
Sprugos Investments Less than
8 IX, L.L.C. Less than 5% 5% 1
-------------------------------- -------------------------- ------------------------------ ----------------------- ------------------
Coronation Global Less than
9 Opportunities Fund Less than 5% 5% 1
-------------------------------- -------------------------- ------------------------------ ----------------------- ------------------
9. In case of proxy voting :
10. Additional information (xvi) :
This notification is made in relation to the holding of securities, (equity
swaps) for 48,284,141 underlying ordinary shares of the Issuer and 2,099,749
shares of the Issuer as at 17 February 2020. The equity swaps are to
be settled in cash. As at 17 February 2020, the percentage voting rights
through financial instruments and shares held by Maverick entities in
total is 5.04%.
Done at Dallas, Texas On 21 February 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 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(1a) 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
HOLSEUSULESSELE
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