Notification of Major Holdings
1. Details of issuer
Name: |
TLG IMMOBILIEN AG |
Street: |
Hausvogteiplatz 12 |
Postal code: |
10117 |
City: |
Berlin Germany |
Legal Entity Identifier (LEI): |
549300NYSIH10FPUO363 |
2. Reason for notification
|
Acquisition/disposal of shares with voting rights |
X |
Acquisition/disposal of instruments |
|
Change of breakdown of voting rights |
|
Other reason:
|
3. Details of person subject to the notification obligation
Legal entity: Aroundtown SA City of registered office, country: 40, Rue du Curé, L-1368 Luxembourg, Luxembourg |
4. Names of shareholder(s)
holding directly 3% or more voting rights, if different from 3.
5. Date on which threshold was crossed or reached:
6. Total positions
|
% of voting rights attached to shares (total of 7.a.) |
% of voting rights through instruments (total of 7.b.1 + 7.b.2) |
Total of both in % (7.a. + 7.b.) |
Total number of voting rights pursuant to Sec. 41 WpHG |
New |
0.00 % |
27.93 % |
27.93 % |
111,961,938 |
Previous notification |
n/a % |
n/a % |
n/a % |
/ |
7. Details on total positions
a. Voting rights attached to shares (Sec. 33, 34 WpHG)
ISIN |
Absolute |
In % |
|
Direct (Sec. 33 WpHG) |
Indirect (Sec. 34 WpHG) |
Direct (Sec. 33 WpHG) |
Indirect (Sec. 34 WpHG) |
DE000A12B8Z4 |
0 |
0 |
0 % |
0 % |
Total |
|
% |
b.1. Instruments according to Sec. 38 (1) no. 1 WpHG
Type of instrument |
Expiration or maturity date |
Exercise or conversion period |
Voting rights absolute |
Voting rights in % |
|
|
|
|
% |
|
|
Total |
|
% |
b.2. Instruments according to Sec. 38 (1) no. 2 WpHG
Type of instrument |
Expiration or maturity date |
Exercise or conversion period |
Cash or physical settlement |
Voting rights absolute |
Voting rights in % |
Irrevocable undertaking to accept a public takeover offer |
|
|
Physical |
19,596,799 |
17.50 % |
Irrevocable undertaking to accept a public takeover offer |
|
|
Physical |
11,670,823 |
10.42 % |
Call Option |
|
|
Physical |
11,670,823 |
10.42 % |
|
|
|
Total |
31,267,622 |
27.93 % |
8. Information in relation to the person subject to the notification obligation
X |
Person subject to the notification obligation is not controlled nor does it control any other undertaking(s) that directly or indirectly hold(s) an interest in the (underlying) issuer (1.). |
|
Full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity: |
Name |
% of voting rights (if at least 3% or more) |
% of voting rights through instruments (if at least 5% or more) |
Total of both (if at least 5% or more) |
|
|
|
|
9. In case of proxy voting according to Sec. 34 para. 3 WpHG
(only in case of attribution of voting rights in accordance with Sec. 34 para. 1 sent. 1 No. 6 WpHG)
Date of general meeting:
Holding total positions after general meeting (6.) after annual general meeting:
Proportion of voting rights |
Proportion of instruments |
Total of both |
% |
% |
% |
10. Other explanatory remarks:
Aroundtown SA ("Aroundtown") announced its decision on 18 November 2019 to offer to the shareholders of
TLG IMMOBILIEN AG ("TLG") to acquire their non-par value bearer shares by way of voluntary public
takeover offer ("Offer"). In this context, Aroundtown entered into an irrevocable undertaking agreement on 18
November 2019 with Ouram Holding S.à r.l. regarding its undertaking to accept the Offer (as amended,
"Irrevocable").
As part of the Irrevocable, Aroundtown acquired a call option for up to 10.42% of the shares in TLG. This call
option (7.b.2 no. 3) relates to the same 10.42% of TLG shares as a part of the Irrevocable (7.b.2 no.2) and can
only be exercised if the underlying shares have not been tendered into the Offer. These instruments are
alternative to one another and the underlying shares will not be aggregated. |
Date