Shareholding disclosure
Avolta AG
Collectively declared rate
29.7%
Threshold
Crossed upwards
Timeline
Published
26.11.2014
Transaction
21.11.2014
Voting rights breakdown
Declared beneficial owners · 7
A single, collectively filed disclosure: the voting-rights rate applies to the whole group, not to each person.
Notice details
Notification ID
TBEBO00012
Beneficial owner
Andrés Holzer Neumann
Declared address
Andrés Holzer Neumann, Polanco, Mexico City
Additional group member TRAVEL RETAIL INVESTMENT S.C.A. ( TRI ) holds all the shares & financial instruments attributable to the group with the exceptions mentioned further below. TRI is held as follows: - Petrus PTE Ltd ( Petrus ) holds the majority of the shares in TRI & the majority of the shares in Travel Retail S.à r.l. ( TRS ), which is the general partner & sole manager of TRI. Petrus is held by the revocable The Bingo Trust ( Bingo ); Mr. Andrés Holzer Neumann is the settlor of Bingo & exercises indirect control over Bingo. TRI holds part of the shares & all financial instruments. - WITHERSPOON INVESTMENTS LLC ( Witherspoon ), a Delaware company, is entirely held directly by Mr. Juan Carlos Torres. Witherspoon holds a minority of shares in TRS & in TRI. - Mr. Julian Diaz Gonzalez holds directly a minority interest in TRI & a minority of shares in TRS. EXEPTIONS FROM SHARES HELD THROUGH TRI: - Mr. Julian Diaz Gonzalez holds certain shares in Dufry AG directly. - Mr. Juan Carlos Torres holds certain shares in Dufry AG directly. - The shares attributable to Mr. Holzer are directly held by (i) Petrus (ii) Consorcio Metropolitano Inmobiliario, S.A. de C.V.; Holzer y Cia SA; Inmobiliaria Castellanos, SA de CV; Inmobiliaria Coapa Larca S.A. de C.V.; Negocios Creativos, S.A. de C.V.; & Operadora Nivada Swiss S.A. de C.V. All of these companies are directly held by GRUPO INDUSTRIAL OMEGA, S.A. de C.V. ( Omega ), which is controlled by Mr. Andrés Holzer Neumann. (iii) OMEGA (iv) Consorcio Ann Taylor S.A. de C.V. This Company is controlled by Mr. Andrés Holzer Neumann. - Mr. James S. Cohen holds all his shares partly directly, partly through HUDSON MEDIA, INC. ( Hudson ), which he controls - JAMES S. COHEN FAMILY DYNASTY TRUST ( JC Trust ) holds all its shares directly. Mr. James S. Cohen is the Grantor of this irrevocable trust & is entitled to remove or replace the Trustee & appoint a successor Trustee provided such successor Trustee is independent & not related to the Grantor or any Trustee under the terms of the Trust Instrument. Mr. James S. Cohen is not a beneficiary of the trust. - Mr. Dimitrios Koutsolioutsos holds shares in Dufry AG & financial instruments relating to shares in Dufry AG indirectly through Folli Follie Commercial Industrial and Technical S.A. ( FFC ), a Greek listed company & Strenaby Finance Ltd., which is a company fully controlled by FFC. Mr. Dimitrios Koutsolioutsos controls FFC according to Greek law. Mr. Dimitrios Koutsolioutsos holds shares in FFC directly & indirectly through Cordial Worldwide Ltd, a BVI company. Cordial Worldwide Ltd is fully owned by Mr. Dimitrios Koutsolioutsos. - NUCLEO CAPITAL CO-INVESTMENT FUND I LTD ( Nucleo ) holds equity security in Dufry AG directly. There are now four shareholders agreements: - among Petrus, WITHERSPOON, Mr. Julian Diaz Gonzalez, Mr. Juan Carlos Torres & TRS. - between TRI & James S. Cohen, JC TRUST, & HUDSON. - between TRI & FFC. - among TRI, Juan Carlos Torres, & Nucleo. Nucleo Capital Ltda. is only a party to that agreement as investment manager of Nucleo. TRI, Juan Carlos Torres, Nucleo, Nucleo Capital Ltda., James S. Cohen, JC Trust, Hudson, FFC entered into an additional agreement that limits the number of equity securities (to prevent that a mandatory offer threshold is crossed) these parties & their affiliates may hold in Dufry AG, & provides for an automatic exclusion of shareholders from the group reported herein in case of a breach of such a limit. Under this additional agreement, Nucleo Capital Ltda. has to make sure that other funds for which it is the investment manager comply with such limit as well. These funds include: Nucleo Master FIA Nucleo Novo Tempo FIA Nucleo Agulhas Negras FIA Nucleo Grey City Fund LLC Nucleo Matterhorn Fund LLC Nucleo Capital Equity Master Fund Ltd These other funds hold 879,382 shares in Dufry AG (2.45%) & a number of Mandatory Convertible Notes (ISIN CH0244695356) with 32,894 shares in Dufry AG as underlying (0.09%).
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