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 |
|
Acquisition/disposal of instruments |
|
Change of breakdown of voting rights |
X |
Other reason: Contribution in kind of shares in the issuer by entity controlled by notifiers into wholly-owned subsidiary of this entity |
3. Details of person subject to the notification obligation
Name: |
City and country of registered office: |
Mr David J. Millstone and Mr. David S. Winter
|
United States of America (USA)
|
4. Names of shareholder(s)
holding directly 3% or more voting rights, if different from 3.
40N Latitude SPV-F Holdings S.à r.l.
|
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 |
29.11 % |
0.00 % |
29.11 % |
39,166,667 |
Previous notification |
29.11 % |
0.00 % |
29.11 % |
/ |
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) |
LU1075065190 |
0 |
11,400,000 |
0.00 % |
29.11 % |
Total |
11,400,000 |
29.11 % |
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 % |
N/A |
N/A |
N/A |
|
N/A |
N/A % |
|
|
|
Total |
N/A |
N/A % |
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) |
David J. Millstone / David S. Winter |
0.00 % |
0.00 % |
0.00 % |
40 North GP III LLC / 40 North Management LLC |
0.00 % |
0.00 % |
0.00 % |
40 North Latitude Fund LP |
0.00 % |
0.00 % |
0.00 % |
40 North Latitude Master Fund Ltd. |
0.00 % |
0.00 % |
0.00 % |
40 North Latitude SPV-F LLC |
0.00 % |
0.00 % |
0.00 % |
40N Latitude SPV-F Holdings S.à r.l. |
29.11 % |
0.00 % |
29.11 % |
9. In case of proxy voting according to Sec. 22 para. 3 WpHG
Date of general meeting: |
|
Holding position after general meeting: |
N/A % (equals N/A voting rights) |
10. Other explanatory remarks:
40 North Latituide SPV-F LLC (’40 N SPV-F’) has contributed all of the shares in the issuer previously held by it into 40N Latitude SPV-F Holdings S.à r.l. as contribution in kind effective August 3, 2016.
40 N SPV-F is 100% held by 40 North Latitude Master Fund Ltd. (’40 N Master Fund’), which in turn is 100% held by 40 North Latitude Fund LP (’40 N Fund’).
40 North GP III LLC (’40 N GP’) is the sole general partner and controls 40 N Fund. 40 North Management LLC (’40 N Management’) is 40 N Fund’s investment advisor, supervising and handling its investments and running its day-to-day business, subject to 40 N GP’s instructions.
David J. Millstone and David S. Winter each hold 50% in 40 N GP and are 40 N GP’s sole managing members. David J. Millstone and David S. Winter also each hold 50% in 40 N Management and are its sole managing members. David J. Millstone and David S. Winter jointly determin all decisions for 40 N GP and 40 N Management. |