HUGO BOSS AG
24.03.2015 20:23
Dissemination of a Voting Rights Announcement, transmitted by
DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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HUGO BOSS AG received the following information referring to notification
pursuant to sec. 25a para. 1 WpHG by Zignago Holding S.p.A., Fossalta die
Portogruaro, Italy, on 23 March 2015:
'We herewith notify pursuant to sec. 25a para. 1 WpHG that on 19 March 2015
we directly and indirectly held instruments pursuant to sec. 25a para. 1
sentence 1 WpHG enabling us under certain circumstances, either directly or
indirectly through our subsidiary ZETA FINANCE S.A., to acquire voting
rights in the proportion of 7.10% (equals: 5,000,000 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 we would have fallen below
the threshold of 15% and 10% of voting rights.
One 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 share-holders and Red & Black
Holdco S.Ã r.l. and Red & Black Holdco 2 S.Ã r.l. as majority share-holders
of the holding company Red & Black Topco S.Ã 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 condi-tions and only in
certain limited circumstances - to make an offer and, if the majority
share-holders accept such offer, to acquire the majority of the shares in
Topco or such subsidiary which in turn - among other assets on 19 March
2015 indirectly holds a voting rights proportion of 7.10% (equals:
5,000,000 voting rights) in HUGO BOSS AG of which shares in HUGO BOSS AG
with a voting rights proportion of 11.93% ( equals: 8,400,001 voting
rights) were placed.
A further instrument held by us relates to shares in HUGO BOSS AG with a
voting rights proportion of 4.19% (equals: 2,950,000 voting rights) that
are included in the aforemen-tioned remaining shares in HUGO BOSS AG with a
voting rights proportion of 7.10% (equals: 5,000,000 voting rights) and are
also the subject matter of the aforementioned share purchase agreement
between, inter alia, Topco as the seller and us as the purchaser of shares
in HUGO BOSS AG with a voting rights proportion of 4.19% (equals: 2,950,000
voting rights). The share purchase agreement includes a total of three
closing conditions. None of these closing conditions have been met yet. The
occurrence of these closing conditions may not be effected by us by way of
unilateral declaration.'
24.03.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: HUGO BOSS AG
DieselstraÃe 12
72555 Metzingen
Germany
Internet: www.hugoboss.com
End of Announcement DGAP News-Service
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DGAP-PVR: HUGO BOSS AG: Release according to Article 26, Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
| Source: EQS Group AG