Notification of Major Holdings
1. Details of issuer
Braas Monier Building Group S.A.
4, rue Lou Hemmer
1748 Senningerberg
Grand Duchy of Luxembourg
|
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
| Name: |
City and country of registered office: |
|
Mr Henry Feuerstein / Charles T. Dowling
|
|
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 of issuer |
| Resulting situation |
0.00 % |
39.88 % |
39.88 % |
39,166,667 |
| Previous notification |
0.00 % |
10.77 % |
10.77 % |
/ |
7. Notified details of the resulting situation
a. Voting rights attached to shares (Sec.s 21, 22 WpHG)
| ISIN |
absolute |
in % |
| |
direct
(Sec. 21 WpHG) |
indirect
(Sec. 22 WpHG) |
direct
(Sec. 21 WpHG) |
indirect
(Sec. 22 WpHG) |
| N/A |
N/A |
N/A |
N/A % |
N/A % |
| Total |
N/A |
N/A % |
b.1. Instruments according to Sec. 25 para. 1 No. 1 WpHG
| Type of instrument |
Expiration or maturity date |
Exercise or conversion period |
Voting rights absolute |
Voting rights in % |
| N/A |
N/A |
N/A |
N/A |
N/A % |
| |
|
Total |
N/A |
N/A % |
b.2. Instruments according to Sec. 25 para. 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 Tender Commitment |
05.12.2016 |
N/A |
Physical |
15,619,070 |
39.88 % |
| |
|
|
Total |
15,619,070 |
39.88 % |
8. Information in relation to the person subject to the notification obligation
| |
Person subject to the notification obligation is not controlled and does itself not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer (1.). |
| X |
Full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity: |
| Name |
% of voting rights (if at least held 3% or more) |
% of voting rights through instruments (if at least held 5% or more) |
Total of both (if at least held 5% or more) |
| |
|
|
|
9. In case of proxy voting according to Sec. 22 para. 3 WpHG
| Date of general meeting: |
|
| Holding position after general meeting: |
% (equals voting rights) |
10. Other explanatory remarks:
| The irrevocable tender commitments (see 7. B 2) do not expire on 5 December 2016 if a transfer of the underlying shares has not occurred because required merger clearances have not been granted yet.
Charles T. Dowling is the trustee of four family trusts (the Trusts) and holds legal title in each of the Trusts' assets in his capacity as trustee, including all shares in G Holdings Inc (25% for each of the four trust funds). As trustee, he can remove G Holdings Inc.'s board members and appoint successor board members.
Henry Feuerstein is the protector of the Trusts and has the power to remove the acting trustee and appoint a successor trustee at his discretion.
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