Wolford Aktiengesellschaft (registered as FN 68605s with the company registry of the Feldkirch State Court)
Publication pursuant to Section 92 Para. 2 Stock Exchange Act 1989 for the Purpose of Europe-wide Dissemination
Pursuant to Section 93 para. 2, the managing board of Wolford Aktiengesellschaft, Bregenz, Stock Exchange Act 1989, announces that it has been notified, pursuant to Section 92a Stock Exchange Act, by First Rock Trustees Limited, Gibraltar, and Azzurro Capital Inc, Cayman Islands, 1989 as follows:
„We, First Rock Trustees Limited, Suite 5, Watergardens 4, Waterport, Gibraltar (‚First Rock‘), as fiduciary and administrator (trustee), hence as agent for Bartel 2006 Trust, Suite 5, Watergardens 4, Waterport, Gibraltar (‚Bartel 2006 Trust‘), and we, Azzurro Capital Inc., c/o Walker Corporate Services Ltd, Walker House, 87 Mary Street, Georgetown, Grand Cayman, KY1–9005, Cayman Islands (‚Azzurro‘), hereby make the following announcement:
As of September 2, 2011, Bartel 2006 Trust is the owner of 490,000 shares of Wolford AG, an Austrian stock corporation with its seat in Bregenz and its registered address at A–6901 Bregenz, Wolfordstraße 1, registered with the company registry of the Feldkirch State Court as FN 68605s (‚Wolford‘), and thereby holds more than 5 % of the voting interests. On July 2, 2010, we notified Wolford, the financial regulation authority and Wiener Börse AG hereof.
Among the 490,000 Wolford shares held by Bartel 2006 Trust, there are 100,000 Wolford shares transferred from Bartel Family Trust, Suite 5, Watergardens 4, Waterport, Gibraltar (‚Bartel Family Trust‘), which has recently been liquidated. Due to the vesting of the substantive decision power linked to these shares, up to this point, the voting rights held by Bartel 2006 Trust and Bartel Family Trust had to be added up (see also notification pursuant to Section 91 BörseG, dated July 2, 2010).
Azzurro is a limited liability company organized under the laws of the Cayman Islands and controlled by Ralph Bartel Trust 2005, c/o Fedelta Trust Limited, Omar Hodge Buildings, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (‚Ralph Bartel Trust 2005‘) as its sole shareholder. As of September 2, 2011, Azzurro is the owner of a total of 260,000 Wolford shares. Azzurro exceeded the voting interest threshold of 5% on September 1, 2011. As of September 1, 2011, Azzurro also changed its board structure with Ms. Cindy Glasby and Mr. Bernard Hazell, each a director of First Rock, becoming directors of Azzurro. Previously, neither First Rock nor its directors had any influence on Azzurro’s voting interest in Wolford AG.
As a result of the changes in Azzurro’s board composition, there is a significant change Wolford AG’s share ownership within the meaning of Section 91 in conjunction with Section 92 no. 5, no. 6 and no. 7 Stock Exchange Act, since the Wolford shares held by Bartel 2006 Trust and Azzurro must be viewed together (due to the possibility to control the voting of their shares).
Number of voting rights and voting interest
Bartel 2006 Trust 490,000 9.80 %
Azzurro 260,000 5.20 %
Total 750,000 15.00 %
Chain of controlled business, through which the voting rights can be exercised
Bartel 2006 Trust is a trust organized under the laws of Gibraltar and Azzurro is a Cayman Islands corporation; Bartel 2006 Trust and Azzurro are direct shareholders. Azzurro is controlled by Ralph Bartel Trust 2005.
Date, as of which the threshold was reached or exceeded
September 1, 2011 (date on which Cindy Glasby and Bernard Hazell of First Rock were appointed as directors of Azzurro and date on which Azzurro exceeded the 5%-threshold)
Name of shareholder and of person entitled to exercise the voting rights on behalf of the shareholder
Bartel 2006 Trust and Azzurro are direct shareholders. The voting rights of Bartel 2006 Trust are exercised by First Rock as fiduciary and administrator (trustee), and hence agent, of Bartel 2006 Trust. First Rock as trustee can substantively decide on how to exercise the voting rights, since the trusts are organized as discretionary trusts. Additionally, Ms. Cindy Glasby and Mr. Bernard Hazell, directors of First Rock, were appointed as directors of Azzurro as of September 1, 2011. As directors of Azzurro, they have the substantive decision power regarding the exercise of the voting rights stemming from Wolford shares held by Azzurro. The voting rights of Bartel 2006 Trust and Azzurro, amounting to 750,000 votes in total or 15.00 % of the voting rights, therefore need to be added together.“
Bregenz, September 5, 2011
The Managing Board
Issuer: Wolford Aktiengesellschaft
Questions: Investor Relations
Phone: … + 43 (0) 5574 690 1268
Fax: … +43 (0) 5574 690 – 1219
Email: … firstname.lastname@example.org
Internet: … www.wolford.com
Industry: … textile
ISIN: … AT0000834007
Index: … ATX Prime
Stock Exchange: Vienna Stock Exchange (Prime Market segment), Frankfurt (OTC segment), New York (ADR program, Level 1)
Language: … english