HUGO BOSS AG received the following information referring to notification pursuant to sec. 25a para. 1 WpHG by PFC S.r.l., Vicenza, Italy, on 11 September 2014:
PFC S.r.l. notify pursuant to sec. 25a para. 1 WpHG that on 5 September 2014 by aggregating
- voting rights from common shares, PFC S.r.l.are enabled under certain circumstances to indirectly acquire on the basis of a directly held instrument pursuant to sec. 25a para. 1 sentence 1 WpHG, and
- voting rights held by PFC S.r.l. pursuant to sec. 21 WpHG
PFC S.r.l. held/would have held a voting rights proportion of 39.14% (equals: 27,557,159 voting rights) in HUGO BOSS AG calculated from the total amount of voting rights in HUGO BOSS AG in the amount of 70,400,000. As per this date PFC S.r.l. would have fallen below the threshold of 50% of voting rights.
In detail,
- PFC S.r.l. voting rights proportion pursuant to sec. 21 WpHG amounts to 0.37% (equals: 257,158 voting rights), and
- PFC S.r.l. voting rights proportion indirectly acquirable on the basis of a directly held instrument pursuant to sec. 25a para. 1 sentence 1 WpHG amounts to 38.78% (equals: 27,300,001 voting rights).
The instrument held by PFC S.r.l. relates to a right of first offer (Recht zur Abgabe eines ersten Angebots) contained in a Shareholders Agreement, which was signed in 2007 and ends on 2 August 2017, between PFC S.r.l. and ZETA FINANCE S.A. as minority shareholders and Red & Black Holdco S.à r.l. and Red & Black Holdco 2 S.à r.l. as majority shareholders of the holding company Red & Black Topco S.à r.l. ("Topco").
The right of first offer does not directly relate to shares in HUGO BOSS AG but does only enable PFC S.r.l. – subject to the majority shareholders of Topco intending to sell their con-trolling stake in Topco or its immediate subsidiary and under certain other conditions and only in certain limited circumstances – to make an offer and, if the majority shareholders accept such offer, to acquire the majority of the shares in Topco or such subsidiary which in turn – among other assets on 5 September 2014 indirectly holds a voting rights proportion of 38.78% (equals: 27,300,001 voting rights) in HUGO BOSS AG after shares in HUGO BOSS AG with a voting rights proportion of 11.22% (equals: 7,900,000 voting rights) were placed.
Metzingen, 11 September 2014
Managing Board