TIDMBME

RNS Number : 4720I

B&M European Value Retail S.A.

01 April 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): 
 
  X An acquisition or disposal of voting rights 
  X 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                            26 March 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                          0.22 %                  4.69 %          4.91 %      1,000,582,898 
                          ------------------  ----------------------  --------------  -------------------- 
 Position of 
  previous notification 
  (if applicable)                     0.22 %                  4.87 %          5.09 % 
                          ------------------  ----------------------  --------------  -------------------- 
 
 
 
 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 
                                Law)            Law)                     Law)                Transparency 
                                                                                                 Law) 
                                           -------------- 
       LU1072616219                           2,167,274                                 %             0.22% 
                           --------------  --------------  ------------------------------  ---------------- 
                                                                                        %                 % 
                           --------------  --------------  ------------------------------  ---------------- 
                                                                                        %                 % 
                           --------------  --------------  ------------------------------  ---------------- 
 SUBTOTAL A 
  (Direct & Indirect)                           2,167,274                                             0.22% 
                           ------------------------------  ------------------------------------------------ 
 
 B 1: Financial Instruments according to Art. 12(1)(a) of the Transparency 
  Law 
 Type of financial          Expiration      Exercise/       Number of voting                % of voting 
  instrument                 date (x)       Conversion       rights that may                 rights 
                                            Period           be acquired if 
                                            (xi)             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         voting rights    voting 
                                             Period (xi)    settlement                       rights 
                                                            (xii) 
                           --------------  --------------  --------------  -------------- 
                               Various 
                               between 
      Total Return Swaps     24/04/2020                                                     4.69 
       (No Voting Rights)   and 7/01/2025   N/A                 Cash         46,970,400      % 
                           --------------  --------------  --------------  -------------- 
                                                                                                 % 
                           --------------  --------------  --------------  -------------- 
                                                                                                 % 
                           --------------  --------------  --------------  -------------- 
                                                                                            4.69 
                                                            SUBTOTAL B.2     46,970,400      % 
                                                           --------------  -------------- 
  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                          controlled 
                                             by ultimate       through                          by (use 
                                             controlling      financial                        number(s) 
                                              person or      instruments                       from 1(st) 
                                               entity          held by                          column) 
                                               or held        ultimate 
                                              directly       controlling 
                                               by any         person or 
                                             subsidiary        entity 
                                            if it equals       or held 
                                            or is higher      directly 
                                              than the         by any 
                                             notifiable      subsidiary 
                                              threshold     if it equals 
                                                            or is higher 
                                                              than the 
                                                             notifiable 
                                                              threshold 
                           --------------  --------------  --------------  --------------  ---------------- 
                            Maverick 
                            Capital, 
             1              Ltd.                0.22%          4.69 %          4.91 % 
                           --------------  --------------  --------------  --------------  ---------------- 
                            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 
                           --------------  --------------  --------------  --------------  ---------------- 
                            Coronation 
                            Global 
                            Opportunities                                   Less than 
             8              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 46,970,400 underlying ordinary shares of the Issuer and 2,167,274 
   shares of the Issuer as at 26 March 2020. The equity swaps are to be 
   settled in cash. As at 26 March 2020, the percentage voting rights through 
   financial instruments and shares held by Maverick entities in total is 
   4.91%. 
 
 
 
 Done at   Dallas, Texas   On   1 April 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

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April 01, 2020 11:17 ET (15:17 GMT)

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