Summary | Issuer | Ultima Capital SA | | Reason for Disclosing | Acquisition | Other | | Basis of Calculation | 5,909,922 | | Acquisition Positions | 3,445,485 (58.300 %) | | Disposal Positions | 3,445,485 (58.300 %) | | Date of Origination of the Reporting Obligation | 06/01/2022 | | | | Individual Shareholder | Beneficial Owner | - Max-Hervé George, London/UK, GB
| | Direct Shareholder | - Alpine 2 SCSp, 5 rue Guillaume Kroll L-1882, Luxembourg, LU
| | |
Purchase Positions Registered Shares
Number Of Shares |
Number of Voting Rights | | 1,968,004 | 1,968,004 | | Derivative Holdings | | Type of Rights | Numer of Rights | Number of Voting Rights | Percentage | ISIN | | Call-Option / Warrant | 1,477,481 | 1,477,481 | 25.000 % | - | | Comment: On 1 June 2022, Alpine 2 SCSp, 5 rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, whose units are directly held by Alpine 1 SCSp, 5 rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, whose beneficial owner is Max-Hervé George, entered into certain call option agreements with Byron Baciocchi and Kometa Holding SA (en entity fully held by Byron Baciocchi), respectively, granting Alpine 2 SCSp an option to purchase 1,477,181 shares in Ultima Capital SA (the “Options”). The Options are exercisable from 1 June 2022 until 31 March 2026 at a price of CHF 105.00 per share. | Disposal Positions | Derivative Holdings | | Type of Rights | Numer of Rights | Number of Voting Rights | Percentage | ISIN | | Put-Option (Warrant) | 1 | 3,445,485 | 58.300 % | - | | Comment: On 26 August 2021, Alpine 2 SCSp, 5 rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, became direct shareholder of 492,001 shares in Ultima Capital SA (8.325%). On 27 August 2021, Alpine 1 SCSp, 5 rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, whose beneficial owner is Max-Hervé George, London, United Kingdom, and which in turns owns the units in Alpine 2 SCSp, has entered into a secured debt financing with Alpine Holding Korlátolt Felelösségü Társaság, 11 Andrássy út, 1061 Budapest, Hungary. The shares in Ultima Capital SA owned by Alpine 2 SCSp serve as collateral for the debt financing (secured debt). Under the secured debt financing agreement, Alpine 1 SCSp issues various tranches of notes with maturity date 30 December 2025 (“Notes”). At the election of Alpine 1 SCSp, repayment of these collateralized Notes cab ne made either in cash or by transferring the units in Alpine 2 SCSp (“Repayment in Kind”) at the maturity of the Notes. In the case of such Repayment in Kind, Alpine 2 SCSp would be required to hold 1,968,004 shares in Ultima Capital SA (33.30%) as well as certain other assets. The Options (as defined in paragraph (c) on page 6) will also be subject to the option to make a Repayment in Kind. | | |
