Disclosure 22610

Publication date:
Last updated:

Summary

Issuer Ultima Capital SA
Reason for disclosing Granting of derivative holdings, Change in information
Basis of calculation 5'909'922
Purchase positions 1'688'573 (28.572%)
Sale positions 1'477'481 (25.000%)
Date of origination of the reporting obligation 01.06.2022

Individual shareholder

Beneficial owner Baciocchi, Byron, Apartment 3.1, 1 Grosvenor Square, W1K 4BN London, United Kingdom
Direct shareholder Kometa Holding SA, c/o Fidraco SA, succursale de Fribourg, Rue de Romont 1, 1700 Fribourg

Purchase positions

Namensaktien

Number Voting rights
1'492'982 1'492'982

No voting rights at own discretion

Derivative holdings

Type Number Voting rights ISIN or basic terms
Calls/written puts 195'591 195'591 As of the first day of trading of the shares in Ultima Capital SA (8 August 2019, "First Day of Trading"), Mr Byron Baciocchi granted 395,504 put options on shares in Ultima Capital SA ("Put Options") to certain minority shareholders who acquired a certain number of shares ("Aquired Shares") as of the First Day of Trading by way of capital increase or by way of an off-market sale of existing shares. The Put Options are exercisable at any time from two years after the date on which the payment for the Acquired Shares was made by the respective Put Option holder (the "Acquired Shares Payment Date") until five years after the Acquired Shares Payment Date. The strike price of the Put Options consists of a base strike price of CHF 55.85 (the "Base Strike Price") plus an interest on the Base Strike Price of 2.5% per year starting as of the Acquired Shares Payment Date. Each Put Option entitles the respective holder to the sale of one share in Ultima Capital SA to Mr Baciocchi. Furthermore, the holders of the Put Options granted to Mr Baciocchi 237,302 call options on shares of Ultima Capital SA ("Call Options") as of the First Day of Trading. The Call Options are exercisable at any time from one year after the Acquired Shares Payment Date until five years after the Acquired Shares Payment Date. The strike price of the Call Options consists of the Base Strike Price of CHF 55.85 plus an interest on the Base Strike Price of (i) 10% per year during the first year following the Acquired Shares Payment Date and (ii) of 8% per year after the first year following the Acquired Shares Payment Date. Each Call Option entitles Mr Baciocchi to the purchase of one Share. The disclosures of the call/written put options in the present sub-section indicates the total number of such options as described above that remain in place as of the relevant day of the shareholder disclosure notice.

Sale positions

Type Number Voting rights ISIN or basic terms
Written Call Option 1'477'481 1'477'481 On 1 June 2022, Byron Baciocchi and Kometa Holding SA granted Alpine 2 SCSp, 5 rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, whose units are directly held by Alpine 1 SCSp, 5 rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, whose beneficial owner is Max-Hervé George, an option to purchase 1,477,181 shares in Ultima Capital SA (the “Options”). The Options are exercisable from 1 June 2022 until 31 March 2026 at a price of CHF 105.00 per share.