Disclosure 22223

Publication date:
Last updated:

Summary

Issuer Ultima Capital SA
Reason for disclosing Acquisition, Secured debt financing with increased put option (with repayment in cash or in kind)
Basis of calculation 5’909’922
Purchase positions 3’445’485 (58.300%)
Sale positions 3’445’485 (58.300%)
Date of origination of the reporting obligation 01.06.2022

Individual shareholder

Beneficial owner George, Max-Hervé, London/UK
Direct shareholder Alpine 2 SCSp, 5 rue Guillaume Kroll L-1882 Luxembourg, Grand Duchy of Luxembourg

Purchase positions

Namensaktien

Number Voting rights
1’968’004 1’968’004

No voting rights at own discretion

Derivative holdings

Type Number Voting rights ISIN or basic terms
Call Option 1’477’481 1’477’481 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.

Sale positions

Type Number Voting rights ISIN or basic terms
Put Option 1 3’445’485 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.