Mandatory Ownership Notification
Notification referred to in Article 3(1) of the Luxembourg law of 21 July 2012 on
squeeze-out and sell-out of securities of companies currently admitted or previously admitted to trading on a regulated market or having been offered to the public and amending the Law of 23 December 1998 establishing a financial sector supervisory commission
(hereinafter, the “Law”)
- Identity of the issuer or underlying issuer of existing securities to which voting rights are attached: SUSE SA
- Identity of the majority shareholder: Marcel LUX III S.à r.l.
- Identity of the persons acting in concert with the majority shareholder:: N/A
- Reason for the notification (please tick the appropriate box(es)):
[ ] the notifying person is a majority shareholder as at 1 October 2012 (date of entry into force of the Law);
[X] the notifying person becomes a majority shareholder following a transaction;
[ ] the notifying person is a majority shareholder that falls below one of the thresholds laid down in Article 1(1) of the Law;
[ ] the notifying person is a majority shareholder that acquires additional securities of the company concerned.
- Date and description of the transaction that triggered the notification requirement: Settlement of the voluntary public purchase offer by Marcel LUX III S.à r.l. on 6 October 2023
- Ways securities are held: Directly in dematerialized form
- Notification details:
A. Capital carrying voting rights |
Total amount of the company's capital on which the calculation is based: USD 17,101,499.80 represented by 171,014,998 shares without any nominal value |
Securities (identified by their ISIN code, the register of shareholders or other identification criteria) |
Situation prior to the transaction that triggered the notification requirement |
Situation after the transaction that triggered the notification requirement |
Amount of capital carrying voting rights (direct and indirect) |
Amount of capital carrying voting rights |
Percentage of capital carrying voting rights |
direct |
indirect |
direct |
indirect |
LU2333210958 |
USD 13,506,022 represented by 135,060,220 shares |
USD 16,790,830.40 represented by 167,908,304 shares |
|
98.18% |
|
TOTAL |
USD 13,506,022 represented by 135,060,220 shares |
USD 16,790,830.40 represented by 167,908,304 shares |
|
98.18% |
|
B. Voting rights |
Total amount of the company's voting rights on which the calculation is based: 171,014,998 |
Securities (identified by their ISIN code, the register of shareholders or other identification criteria) |
Situation prior to the transaction that triggered the notification requirement |
Situation after the transaction that triggered the notification obligation |
Number of voting rights |
Number of voting rights |
Percentage of voting rights |
direct |
indirect |
direct |
indirect |
LU2333210958 |
135,060,220 |
167,908,304 |
|
98.18% |
|
TOTAL |
135,060,220 |
167,908,304 |
|
98.18% |
|
- Additional information (where appropriate): Following settlement of its voluntary public purchase offer by Marcel LUX III S.à r.l. for all ordinary shares in SUSE SA on 6 October 2023, Marcel LUX III S.à r.l. held 167,908,304 shares carrying voting rights in SUSE SA, representing 98.18% of the total voting rights in SUSE SA.
Done in Luxembourg on 16 October 2023
Signature
17.10.2023 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group AG.
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