Summary | Issuer | Ultima Capital SA | | Reason for Disclosing | Exercise, Non-Excercice or Expiration of Derivative Holdings | Other | | Basis of Calculation | 5,934,354 | | Acquisition Positions | 6,787,062 (114.369 %) | | Disposal Positions | 0 (0.000 %) | | Date of Origination of the Reporting Obligation | 12/10/2024 | | | | Individual Shareholder | Beneficial Owner | - Pallas Athene Domus Meriti Alapitvany, Budapest, HU
| | Direct Shareholder | - Alpine 2 SCSp, 11 rue Eugène Ruppert L-2453 Luxembourg, Luxembourg; Alpine Holding Kft., Hungary, 1013 Budapest, Döbrentei utca 2., , LU
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Comment - Reason for Disclosing | The Option Exercises triggering the notification : 1. Alpine Holding Kft. and Atlantis Partners SCSp, among others, entered into a Call and Put Option Agreement dated 10 December 2023 in the capital of Ultima Capital SA. On 10 December 2024, Alpine Holding Kft. has exercised the call option for 613,152 shares at an exercise price of CHF 105. 2. Alpine 2 SCSp (the direct subsidiary of Alpine Holding Kft.) and Byron Bachiocchi and Kometa Holding SA, among others, entered into two separate Call Option Agreements with Alpine 2 SCSp both dated 1 June 2022 relating to shares in the capital of Ultima Capital SA. On 10 December 2024, Alpine 2 SCSp has exercised the (i) Byron Bachiocchi call option for 485,191 shares at a purchase price of CHF 105 each and the (i) Kometa call option for 992,290 shares at a purchase price of CHF 105 each, resulting in the acquiring of a total of 1,477,481 shares by Alpine 2 SCSp. | |
Purchase Positions Registered Shares
Number Of Shares |
Number of Voting Rights | | 4,058,637 | 4,058,637 | | Derivative Holdings | | Type of Rights | Numer of Rights | Number of Voting Rights | Percentage | ISIN | | Other | 336,842 | 336,842 | 5.676 % | - | | Comment: Alpine Holding is the holder of mandatory convertible notes issued by Ultima Capital SA with an aggregate principal amount of CHF 20,000,000, redeemable in cash or convertible, at the election of Ultima Capital SA, into its shares at a conversion price of CHF 59.375 on 22 June 2027 (corresponding to 336,842 shares of Ultima Capital SA). | | Other | 1,724,917 | 1,724,917 | 29.067 % | - | | Comment: On 10 December 2023, Alpine Holding entered into call and put option agreements with a number of shareholders of Ultima Capital AG, granting Alpine Holding Kft. call options to purchase, in total, up to 2,488,069 shares in Ultima Capital AG and granting such shareholders put options to sell the same number of shares (in each case, if the respective call option has not been exercised during its exercise period). The call options are exercisable from 10 December 2023 until 10 December 2025 at a price of CHF 84.00 or, after 10 June 2025, CHF 86.00. The put options are exercisable, in each case, at a price of CHF 105.00 per share during a period of two months after the expiration of the exercise period for the respective call option, if such call option has not been exercised. Of these call and put option agreements, now the call option against Atlantis Partners SCSp has been exercised (see above). Under the remaining call and put option agreements Alpine Holding Kft. continues to hold call options to purchase, in total, up to 1,724,917 shares in Ultima Capital AG. | | Other | 666,666 | 666,666 | 11.234 % | - | | Comment: ULT 2 Partners is the holder of a mandatory convertible notes (Tranche A) issued by Ultima Capital SA with an aggregate principal amount of CHF 40,000,000, redeemable in cash or, if not redeemed, convertible at the election of Ultima Capital SA on 3 August 2028. ULT 2 Partners is expected to transfer the aforementioned mandatory convertible notes to Feldspar AG on or around their conversion. Under an agreement dated 1 December 2024 Alpine Holding Kft. has acquired a right to purchase 666,666 shares resulting from the conversion of the beforementioned mandatory convertible notes from Feldspar AG (if and when converted). The mandatory convertible notes are expected to be converted by Ultima Capital SA and the 666,666 new shares are expected to be issued and settled by or after 27 December 2024. | |
