Exceet Group SE: Release according to Article 26, Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
September 19, 2017 at 07:35 am EDT
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DGAP Voting Rights Announcement: exceet Group SE
exceet Group SE: Release according to Article 26, Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
19.09.2017 / 13:33
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.
Date: 18 September 2017
ANNEXE 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 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 attachedii:
exceet Group SE
2. Reason for the notification (please tick the appropriate box or boxes):
X 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 obligationiv:
Name: VM Principals Verwaltungs GmbH (formerly 'Ventizz Principals Verwaltungs GmbH')
City and country of registered office (if applicable): Rottendorf, Germany
4. Full name of shareholder(s) (if different from 3.)v:
Greenock S.à r.l.; VM Holding GmbH & Co. KG
5. Date on which the threshold was crossed or reachedvi:
15 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
5.60 %
%
5.60 %
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 reachedviii:
A: Voting rights attached to shares
Class/type of shares
ISIN code (if possible)
Number of voting rightsix
% 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)
LU0472835155
0
1,149,808
0 %
5.60 %
SUBTOTAL A
(Direct & Indirect)
1,149,808
5.60 %
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
%
%
%
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 datex
Exercise/ Conversion Periodxi
Physical or cash settlementxii
Number of voting rights
% of voting rights
%
%
%
SUBTOTAL B.2
%
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
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):
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
VM Principals Verwaltungs GmbH (formerly 'Ventizz Principals Verwaltungs GmbH')
5.60 %
5.60 %
NA
2
Ventizz II-IV Holding GmbH & Co. KG (formerly 'Ventizz Holding GmbH & Co. KG)
0 %
0 %
1
3
VCF III, LLC
0 %
0 %
2
4
Ventizz Capital Fund III GP, L.P.
0 %
0 %
3
5
Ventizz Capital Fund III, L.P.
0 %
0 %
4
6
Ventizz Capital Fund III Holding Company LLC
0 %
0 %
5
7
Greenock S.à r.l.
0 %
0 %
6
8
VM Holding GmbH & Co. KG
5.60
5.60
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:
Greenock S.à r.l., Luxembourg, sold and transferred its entire shareholding in exceet Group SE
to several purchasers, thereby reducing its prior shareholding in exceet Group SE to 'zero'. In consequence, the indirect shareholding of those undertakings controlling Greenock S.à r.l.
also each was reduced to 'zero' - this applies to the following entities: Greenock S.à r.l. is a
100% subsidiary of Ventizz Capital Fund III Holding Company LLC, which is a 100% subsidiary
of Ventizz Capital Fund III, L.P., a private equity fund with registered office in Delaware, US.
The sole general partner of Ventizz Capital Fund III, L.P. is Ventizz Capital Fund III, G.P., L.P.,
which in turn is represented by its general partner VCF III, LLC. VCF III, LLC is owned by
Ventizz II-IV Holding GmbH & Co. KG (formerly 'Ventizz Holding GmbH & Co. KG'), the general partner of which is VM Principals Verwaltungs GmbH (formerly 'Ventizz Principals Verwaltungs GmbH').
Furthermore, upon sale and transfer by Greenock S.à r.l. of all of its shares in exceet Group SE
to several purchasers, an existing shareholders' agreement of 7 June 2011, as amended and restated on 21 July 2011, among Greenock S.à r.l. and Eiflia Holdings GmbH, Germany, Oranje-Nassau Participaties B.V., The Netherlands, and Messrs 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 Art. 9(a) of the Transparency Law, terminated and any acting in concert of the parties thereto and any mutual attribution of voting rights came to an end.
As part of such sale and transfer of shares in exceet Group SE by Greenock S.à r.l., VM Holding GmbH & Co. KG, Germany, acquired a total of 5.60 % of the voting rights in exceet Group SE.
The general partner of VM Holding GmbH & Co. KG is VM Principals Verwaltungs GmbH.
Done at
Düsseldorf
On
18 September 2017
????? ?????
______________________________
(Dr. Helmut Vorndran)
- Managing Director, VM Principals Verwaltungs GmbH -
19.09.2017 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de
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exceet Group SE: Release according to Article 26, Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
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