Disclosure ID 353Publication Date: 04/27/2023 |
Summary | Issuer | Ultima Capital SA | | Reason for Disclosing | Other | Granting (Writing) of Derivative Holdings | | Basis of Calculation | 5,909,922 | | Acquisition Positions | 3,445,485 (58.300 %) | | Disposal Positions | 0 (0.000 %) | | Date of Origination of the Reporting Obligation | 06/01/2022 | | | | Individual Shareholder | Beneficial Owner | - Pallas Athene Domus Meriti Alapitvany, Budapest, HU
| | Direct Shareholder | - Alpine Holding Korlatolt Felelossegu Tarsasag, Budapest, Hungary / Global Debt Strategy S.à r.l., Luxembourg, Grand Duchy of Luxembourg, , CH
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Comment - Reason for Disclosing | Call option agreements/purchase of notes, as described below | |
Purchase Positions | Derivative Holdings | | Type of Rights | Numer of Rights | Number of Voting Rights | Percentage | ISIN | | Put | 1 | 3,445,485 | 58.300 % | - | | Comment: On 27 August 2021, Alpine Holding Korlátolt Felelösségü Társaság ("Alpine Holding"), has entered into a secured financing with Alpine 1 SCSp, Luxembourg, which in turn owns the units in Alpine 2 SCSp and whose beneficial owner is Max-Hervé George. 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 the Notes can be 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. On 1 June 2022, Alpine 2 SCSp entered into certain call option agreements with Byron Baciocchi and Kometa Holding SA (an 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. In case of a Repayment in Kind, Alpine Holding and Global Debt Strategy S.àr.I. would hold indirectly via Alpine 2 SCSp 1,968,004 shares in Ultima Capital SA (33.3%). The Options will also be subject to the option to make a Repayment in Kind. | |
