On April 12, 2012 HUGO BOSS was notified of the following voting rights announcements pursuant to section 41 paragraph 4d WpHG (German Securities Trading Act) of Zignago Holding S.p.A., Fossalta di Portogruaro (VE), Italy:
Zignago Holding S.p.A. held on 1st February 2012 indirectly an instrument pursuant to sec. 25a para. 1 sentence 1 WpHG under which ZETA FINANCE S.A. is enabled to indirectly acquire voting rights in the proportion of 88.02% (equals: 31,563,471 voting rights) in HUGO BOSS AG calculated from the total amount of voting rights in HUGO BOSS AG in the amount of 35,860,000.
The instrument indirectly held by us 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 02 August 2017, between ZETA FINANCE S.A. and PFC S.r.l. 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 instrument indirectly held by us is directly held by ZETA FINANCE S.A. which is directly controlled by us.
The right of first offer does not directly relate to shares in HUGO BOSS AG but does only enable ZETA FINANCE S.A. – subject to the majority shareholders of Topco intending to sell their controlling 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 – currently indirectly holds a voting rights proportion of 88.02% (equals: 31,563,471 voting rights) in HUGO BOSS AG.
Metzingen, April 13, 2012
The Managing Board
On April 12, 2012 HUGO BOSS was notified of the following voting rights announcements pursuant to section 41 paragraph 4d WpHG (German Securities Trading Act) of PFC Srl, Vicenza, Italy:
PFC Srl held/would have held on 1st February 2012 by aggregating
- voting rights from common shares, we 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 us pursuant to sec. 21 WpHG
a voting rights proportion of 88.34% (equals: 31,680,229 voting rights) in HUGO BOSS AG calculated from the total amount of voting rights in HUGO BOSS AG in the amount of 35,860,000.
In detail,
- our voting rights proportion pursuant to sec. 21 WpHG amounts to 0.33% (equals: 116,758 voting rights), and
- our voting rights proportion indirectly acquirable on the basis of a directly held instru-ment pursuant to sec. 25a para. 1 sentence 1 WpHG amounts to 88.02% (equals: 31,563,471 voting rights).
The instrument held by us 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 02 August 2017, between our company 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 us – subject to the majority shareholders of Topco intending to sell their controlling 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 – currently indirectly holds a voting rights proportion of 88.02% (equals: 31,563,471 voting rights) in HUGO BOSS AG.
Metzingen, April 13, 2012
The Managing Board
On April 12, 2012 HUGO BOSS was notified of the following voting rights announcements pursuant to section 41 paragraph 4d WpHG (German Securities Trading Act) of Zeta Finance S.A., Luxemburg, Luxemburg:
Zeta Finance S.A. held on 1st February 2012 an instrument pursuant to sec. 25a para. 1 sen-tence 1 WpHG enabling us under certain circumstances to indirectly acquire voting rights in the proportion of 88.02% (equals: 31,563,471 voting rights) in HUGO BOSS AG calculated from the total amount of voting rights in HUGO BOSS AG in the amount of 35,860,000.
The instrument held by us 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 02 August 2017, between our company and PFC S.r.l. 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 com-pany 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 us – subject to the majority shareholders of Topco intending to sell their controlling 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 – currently indirectly holds a voting rights proportion of 88.02% (equals: 31,563,471 voting rights) in HUGO BOSS AG.
Metzingen, April 13, 2012
The Managing Board