Notification of voting rights

Shares and voting rightse 

A shareholder who acquires or disposes of shares of H2APEX Group SCA (the “Company”), must notify the Company and the Commission de Surveillance du Secteur Financier in Luxembourg (the “CSSF”) of the proportion of voting rights of the Company held by the shareholder as a result of the acquisition or disposal, where that proportion reaches, exceeds or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, 33 ⅓ %, 50% and 66 ⅔ %. The voting rights must be calculated on the basis of all the shares in issue to which voting rights are attached even if the exercise of the voting rights is suspended. This notification obligation also applies to a natural person or legal entity to the extent it is entitled to acquire, to dispose of, or to exercise voting rights in any of the following cases or a combination of them:

1. voting rights held by a third party with whom that person or entity has concluded an agreement, which obliges them to adopt, by concerted exercise of the voting rights they hold, a lasting common policy towards the management of the Company;
    
2. voting rights held by a third party under an agreement concluded with that person or entity providing for the temporary transfer for consideration of the voting rights in question;
    
3. voting rights attaching to shares which are lodged as collateral with that person or entity, provided the person or entity controls the voting rights and declares its intention of exercising them;
    
4. voting rights attaching to shares in which that person or entity has the life interest;
    
5. voting rights which are held, or may be exercised within the meaning of points (a) to (d), by an undertaking controlled by that person or entity;
    
6. voting rights attaching to shares deposited with that person or entity which the person or entity can exercise at its discretion in the absence of specific instructions from the holders of the shares;
    
7. voting rights held by a third party in its own name on behalf of that person or entity;
    
8. voting rights which that person or entity may exercise as a proxy where the person or entity can exercise the voting rights at its discretion in the absence of specific instructions from the holders of the shares.

Specific financial instruments

The same notification obligation applies to a natural person or legal entity which holds, directly or indirectly so-called special financial instruments, i.e.:
 

1. financial instruments that, on maturity, give the holder, under a formal agreement, either the unconditional right to acquire or the discretion as to his right to acquire, shares of the Company;
    
2. financial instruments which are not included in point (y) but which are referenced to shares of the Company and with economic effect similar to that of the financial instruments referred to in that point, whether or not they confer a right to a physical settlement.

The notification required must include the breakdown by type of specific financial instruments held in accordance with point (y) and specific financial instruments held in accordance with point (z), distinguishing between the specific financial instruments which confer a right to a physical settlement and the specific financial instruments which confer a right to a cash settlement.

The voting rights must be calculated by reference to the full notional amount of shares of the Company except where the specific financial instrument provides exclusively for a cash settlement, in which case the number of voting rights must be calculated on a “delta-adjusted” basis, by multiplying the notional amount of underlying shares by the delta of the instrument. For this purpose, the holder must aggregate and notify all financial instruments relating to the Company. Only long positions must be taken into account for the calculation of voting rights. Long positions must not be netted with short positions relating to the Company.

For the purposes of notifications of so-called specific financial instruments, the following must be considered to be specific financial instruments, provided they satisfy any of the conditions set out in points (y) or (z) of the preceding paragraph before last:

1. transferable securities;
2. options;
3. futures;
4. swaps;
5. forward rate agreements;
6. contracts for differences; and
7. any other contracts or agreements with similar economic effects which may be settled physically or in cash.

Aggregation

The notification requirements set out above with respect to shares, voting rights or specific financial instruments also apply to a natural person or a legal entity when the number of directly or indirectly held shares or voting rights aggregated with the number of voting rights relating to directly or indirectly held so-called specific financial instruments reaches, exceeds or falls below the thresholds set out in the first paragraph above.

The aggregated notification must include a breakdown of the number of voting rights attached to shares and voting rights relating to specific financial instruments.

Voting rights relating to specific financial instruments that have already been notified in accordance with above provisions trigger an additional notification obligation when the natural person or the legal entity has acquired the underlying shares and such acquisition results in the total number of voting rights attached to shares issued by the Company reaching or exceeding the thresholds laid down in the first paragraph above.

Notifications of major holdings must be made as soon as possible but no later than four trading days, the first of which being the day after the date on which the shareholder learns of the acquisition or disposal or of the possibility of exercising voting rights or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect or on which the shareholder is informed about events changing the breakdown of voting right.

We ask shareholders who make notifications of major holdings, to direct their communication to the Company at the following address: 

Investor Relations
Investor.Relations(at)h2apex.com

H2APEX Group SCA
19, rue de Flaxweiler
6776 Grevenmacher
Luxemburg

Phone: +352 28 38 47 20
Fax: +352 28 38 47 29

We would like, furthermore, to draw our shareholders’ attention to the necessity, under the Luxembourg law on transparency, to send each communication simultaneously to the Luxembourg securities supervisary authority La Commission de Surveillance du Secteur Financier (CSSF). On its Internet page the CSSF has published advice and notification forms with which to comply with the obligations to publish under the Luxembourg law on transparency.  A link to the CSSF Internet page can be found here.

Subject to certain well-defined conditions being met, exemptions from the above notification obligations may be available. For further information on potentially available exemptions please refer to the provisions of the law of 11 January 2008on transparency requirements for issuers of securities, as amended. 

The following notifications on voting rights under the Luxembourg transparency law have been sent to H2APEX Group SCA (formerly Helikos SE):