DJ DGAP-PVR: tonies SE: Release according to article 11 paragraph 6 of the Luxembourg transparency law and section 40 paragraph 1 of the German securities trading act (WPHG)
DGAP Voting Rights Announcement: tonies SE tonies SE: Release according to article 11 paragraph 6 of the Luxembourg transparency law and section 40 paragraph 1 of the German securities trading act (WPHG) 2021-11-30 / 21:56 Dissemination of a Voting Rights Announcement transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.
ANNEX A: Standard form for notification of major holdings
Form to be used for the purposes of notifying a change in major holdings pursuant to the amended law and Grand-ducal
Regulation of 11 January 2008 on transparency requirements for issuers (referred to as 'the Transparency Law' and 'the
NOTIFICATION OF MAJOR HOLDINGS (to be
sent to the relevant issuer and to the
1. Identity of the issuer or the
underlying issuer of existing shares to
which voting rights are attachedii:
468 SPAC I SE/Tonies SE
Issuer number E00003658
9, rue de Bitbourg, L-1273 Luxembourg
RCS Luxembourg : B252939
2. Reason for the notification (please
tick the appropriate box or boxes):
[x]An acquisition or disposal of voting
[x]An acquisition or disposal of
An event changing the breakdown of voting
Other (please specify)iii:
3. Details of person subject to the
Name: Patric Faßbender City and country of
4. Full name of shareholder(s) (if
different from 3.)v:
5. Date on which the threshold was
crossed or reachedvi: 26/11/2021
6. Total positions of person(s) subject
to the notification obligation:
% of voting rights % of voting rights through Total of Total number of
attached to shares financial instruments both in % voting rights of
(total of 7.A) (total of 7.B.1 + 7.B.2) (7.A + 7.B) issuervii
Resulting situation on the date on which 7.0 % 2.4 % 9.4 % 114,847,586
threshold was crossed or reached
Position of previous notification (if N/A % N/A % N/A %
7. Notified details of the resulting
situation on the date on which the
threshold was crossed or reachedviii:
A: Voting rights attached to shares
Class/type of shares Number of
ISIN code (if possible) voting
rightsix % of voting rights
Direct Indirect Direct Indirect
(Art. 8 of (Art. 9 of the (Art. 8 of the (Art. 9 of
the Transparency Law) Transparency Law) the
Class A Shares N/A 8,051,468 N/A % 7.0 %
SUBTOTAL A 8,051,468
(Direct & Indirect) 7.0%
B 1: Financial Instruments according to
Art. 12(1)(a) of the Transparency Law
Number of voting
Expiration Exercise/ rights that may be % of voting
Type of financial instrument datex Conversion Periodxi acquired if the rights
SUBTOTAL B.1 N/A N/A %
B 2: Financial Instruments with similar
economic effect according to Art. 12(1)
(b) of the Transparency Law
Expiration Exercise/ Physical or cash Number of % of
Type of financial instrument datex Conversion Periodxi settlementxii voting voting
Equity stock option - Vesting period ends Physical 1,375,604 1.2 %
on 26 November 2022
Equity stock option - Vesting upon expiry Physical 1,375,604 1.2 %
of 15, 18, 21 and
24 months from 26
SUBTOTAL B.2 2,751,208 2.4 %
8. Information in relation to the
person subject to the notification
(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)
[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 entityxiv (please provide a
separate organisational chart in case
of a complex structure):
% of voting rights % of voting rights
held by ultimate through financial
controlling person instruments held by Directly
or entity or held ultimate controlling controlled
N Namexv directly by any person or entity or Total of by (use
subsidiary if it held directly by any both number(s)
equals or is higher subsidiary if it from 1st
than the notifiable equals or is higher column)
threshold than the notifiable
1 Patric 7.0 % 2.4 % 9.4 % N/A
2 Höllenhunde 7.0 % 2.4 % 9.4 % 1
% % %
% % %
% % %
9. In case of proxy voting:
The proxy holder named will cease
to hold % and number of
voting rights as of .
10. Additional informationxvi:
The direct shareholding of Höllenhunde
GmbH is equally split in two between
two individuals (50% of the shares for
each), being Marcus Stahl and Patric
Faßbender and they control together
Höllenhunde GmbH, directly holding 9.4%
of the voting rights in 468 SPAC I SE.
Pursuant to an equity stock option
plan, Höllerhunde GmbH shall be vested
in total with 2,751,208 shares of 468
SPAC I SE (the 'New Shares') upon
expiry of the relevant vesting periods
(the 'Stock Option Plan'). 50% of the
New Shares shall be vested 12 months
after 26 November 2021 (the 'Cliff').
As from the Cliff, portions of 12.5% of
the remaining New Shares shall vest
upon expiry of 15, 18, 21 and 24 months
as from 26 November 2022. The New
Shares shall be deemed to be allocated
to Patric Faßbender and Marcus Stahl in
Done at Duesseldorf On 26.11.2021 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.
MORE TO FOLLOW) Dow Jones Newswires
November 30, 2021 15:56 ET ( 20:56 GMT)
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 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(2) 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.
2021-11-30 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de
Company: tonies SE
9 rue de Bitbourg
End of News DGAP News Service
Image link: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=show_t_gif&application_id=1252591&application_name=news
END) Dow Jones Newswires
November 30, 2021 15:56 ET ( 20:56 GMT)
DGAP-PVR: tonies SE: Release according to article -2-
| Quelle: Dow Jones Newsw... | Lesedauer etwa 11 min. | Text vorlesen Stop Pause Fortsetzen
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