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Major Shareholding Notification • Dec 7, 2023
3908_mrq_2023-12-07_1dac4610-bc6a-4ace-a9f8-d5146fe36a8a.pdf
Major Shareholding Notification
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Regulated information
PUBLICATION OF TRANSPARENCY NOTIFICATIONS
(Article 14, 1st paragraph, of the Law of 2 May 2007 on disclosure of major holdings)
La Hulpe, 7 December 2023 (5:50 pm)
1. Summary of the notifications
Atenor received transparency notifications as set out in detail below.
2. Notification of Stak Iberanfra, 3D NV and ForAtenoR SA
The notification dated 4 December 2023 contains the following information:
- Reason of the notification: Acquisition or disposal of voting securities or voting rights Notification by: A parent undertaking or a controlling person Persons subject to the notification: requirement: STAK Iberanfra, 3D NV and ForAtenoR SA Transaction date: 30.11.2023 Threshold that is crossed (in %): 40%
- Denominator: 43,739,703
- Notified details:
| A) Voting rights |
Previous notification | After the transaction | |||
|---|---|---|---|---|---|
| # of voting rights | # of voting rights | % of voting rights | |||
| Holders of voting rights | Linked to | Not linked to | Linked to securities | Not linked | |
| securities | securities | to securities | |||
| STAK Iberanfra | 0 | 0 | 0,00% | ||
| 3D NV | 1,031,142 | 13,157,350 | 30.08% | ||
| ForAtenoR SA | 893,952 | 4,767,744 | 10.90% | ||
| Sub-total | 1,925,094 | 17,925,094 | 40.98% | ||
| TOTAL | 17,925,094 | 0 | 40.98% | 0% |
| B) Equivalent financial instruments |
After the transaction | ||||
|---|---|---|---|---|---|
| Holders of equivalent financial instruments |
Type of financial instrument |
Expiration date |
Exercise period or date |
# of voting rights that may be acquired if the instrument is exercised |
% of voting rights |
| TOTAL | 0 | 0.00% | |||
| TOTAL (A + B) | # of voting rights | % of voting | |||
| rights | |||||
| 17,925,094 | 40.98% |
Chain of controlled undertakings through which the holding is effectively held:
STAK Iberanfra is not controlled.
3D NV is controlled by STAK Iberanfra.
3D NV holds the majority of the voting rights attached to the shares of ForAtenoR SA, so that it is irrefutably presumed to (exclusively) control ForAtenor SA (art. 1:14, §2, 1° of the CCA). At the same time, and without prejudice to the irrefutable presumption of (exclusive) control by 3D SA, 3D NV and Stéphan Sonneville SA exercise joint control over ForAtenor SA by virtue of a shareholders' agreement.
3. Notification of Luxempart S.A.
The notification dated 1 December 2023 contains the following information:
Reason of the notification: Acquisition or disposal of voting securities or voting rights Notification by: A person that notifies alone
- Persons subject to the notification requirement: Luxempart S.A.
- Transaction date: 30.11.2023
- Threshold that is crossed (in %): 15%
- Denominator: 43,739,703
- Notified details:
| A) Voting rights | Previous notification | After the transaction | |||
|---|---|---|---|---|---|
| # of voting rights | # of voting rights | % of voting rights | |||
| Holders of voting rights | Linked to | Not linked to | Linked to securities | Not linked | |
| securities | securities | to securities | |||
| Luxempart S.A. | 819,439 | 6,819,439 | 15.59% | ||
| TOTAL | 6,819,439 | 0 | 15.59% | 0% |
| B) Equivalent financial instruments |
After the transaction | ||||
|---|---|---|---|---|---|
| Holders of equivalent financial instruments |
Type of financial instrument |
Expiration date |
Exercise period or date |
# of voting rights that may be acquired if the instrument is exercised |
% of voting rights |
| TOTAL | TOTAL (A + B) | 0 # of voting rights |
0.00% % of voting |
||
| rights | |||||
| 6,819,439 | 15.59% |
Chain of controlled undertakings through which the holding is effectively held:
Luxempart S.A. is not controlled.
4. Notification of Stéphan Sonneville, Osiris Venture SA Stéphan Sonneville SA and ForAtenoR SA
The notification dated 4 December 2023 contains the following information:
- Reason of the notification: Passive crossing of a threshold
- Notification by: A parent undertaking or a controlling person
- Persons subject to the notification: requirement: Stéphan Sonneville, Osiris Venture SA, Stéphan Sonneville SA and ForAtenoR SA
- Transaction date: 30.11.2023
- Threshold that is crossed (in %): 15%
- Denominator: 43,739,703
- Notified details:
| A) Voting rights | Previous notification | After the transaction | |||
|---|---|---|---|---|---|
| # of voting rights | # of voting rights | % of voting rights | |||
| Holders of voting rights | Linked to | Not linked to | Linked to securities | Not linked | |
| securities | securities | to securities | |||
| Stéphan Sonneville | 0 | 0 | 0,00% | ||
| Osiris Venture SA | 96,000 | 512,000 | 1.17% | ||
| Stéphan Sonneville SA | 225,637 | 1,109,624 | 2.54% | ||
| ForAtenoR SA | 893,952 | 4,767,744 | 10.90% | ||
| Sub-total | 1,215,589 | 6,389,368 | 14.61% | ||
| TOTAL | 6,389,368 | 0 | 14.61% | 0% |
| B) Equivalent financial instruments |
After the transaction | ||||
|---|---|---|---|---|---|
| Holders of equivalent financial instruments |
Type of financial instrument |
Expiration date |
Exercise period or date |
# of voting rights that may be acquired if the instrument is exercised |
% of voting rights |
| TOTAL | 0 | 0.00% | |||
| TOTAL (A + B) | # of voting rights | % of voting rights |
|||
| 6,389,368 | 14.61% |
Chain of controlled undertakings through which the holding is effectively held:
Stéphan Sonneville SA is controlled by Mr Stéphan Sonneville (physical person).
3D NV holds the majority of the voting rights attached to all the shares of ForAtenoR SA, so that it is irrefutably presumed to (exclusively) control ForAtenor SA (art. 1:14, §2, 1° of the CCA). At the same time, and without prejudice to the irrefutable presumption of (exclusive) control by 3D NV, 3D NV and Stéphan Sonneville SA exercise joint control over ForAtenor SA by virtue of a shareholders' agreement.
5. Notification of Philippe Vastapane, Patricia Vastapane, Les Viviers S.A. and Alva SA
The notification dated 5 December 2023 contains the following information:
- Reason of the notification: Passive crossing of a threshold; downward crossing of the lowest threshold
- Notification by: A parent undertaking or a controlling person
- Persons subject to the:
notification requirement: Philippe Vastapane, Patricia Vastapane, Les Viviers S.A. and Alva SA Transaction date: 30.11.2023
- Threshold that is crossed (in %): 3%
- Denominator: 43,739,703
- Notified details:
| A) Voting rights | Previous notification | After the transaction | ||||
|---|---|---|---|---|---|---|
| # of voting rights | # of voting rights | % of voting rights | ||||
| Holders of voting rights | Linked to | Not linked to | Linked to securities | Not linked | ||
| securities | securities | to securities | ||||
| Philippe Vastapane | ||||||
| Patricia Vastapane | ||||||
| Alva SA | ||||||
| Sub-total | ||||||
| TOTAL |
| B) Equivalent financial instruments |
After the transaction | ||||
|---|---|---|---|---|---|
| Holders of equivalent financial instruments |
Type of financial instrument |
Expiration date |
Exercise period or date |
# of voting rights that may be acquired if the instrument is exercised |
% of voting rights |
| TOTAL | 0 | 0.00% | |||
| TOTAL (A + B) | # of voting rights | % of voting rights |
Chain of controlled undertakings through which the holding is effectively held:
Alva SA is controlled by Les Viviers S.A., a company incorporated under Luxembourg law. Les Viviers S.A. is controlled by Philippe Vastapane and Patricia Vastapane (physical persons).
6. Notification of Charles Beauduin and Vandewiele Group NV
The notification dated 5 December 2023 contains the following information:
Reason of the notification: Acquisition or disposal of voting securities or voting rights Notification by: A parent undertaking or a controlling person
- Persons subject to the notification requirement: Charles Beauduin and Vandewiele Group NV
- Transaction date: 30.11.2023
- Threshold that is crossed (in %): 3%
- Denominator: 43,739,703
- Notified details:
| A) Voting rights | Previous notification | After the transaction | ||||
|---|---|---|---|---|---|---|
| # of voting rights | # of voting rights | % of voting rights | ||||
| Holders of voting rights | Linked to | Not linked to | Linked to securities | Not linked | ||
| securities | securities | to securities | ||||
| Charles Beauduin | 0 | 0,00% | ||||
| Vandewiele Group NV | 2,000,000 | 4.57% | ||||
| Sub-total | 2,000,000 | 4.57% | ||||
| TOTAL | 2,000,000 | 0 | 4.57% | 0% |
| 2,000,000 | 4.57% | |||||
|---|---|---|---|---|---|---|
| rights | ||||||
| TOTAL (A + B) | # of voting rights | % of voting | ||||
| TOTAL | 0 | 0.00% | ||||
| exercised | ||||||
| the instrument is | ||||||
| instruments | instrument | date | or date | may be acquired if | rights | |
| Holders of equivalent financial | Type of financial | Expiration | Exercise period | # of voting rights that | % of voting | |
| B) Equivalent financial instruments |
After the transaction |
Chain of controlled undertakings through which the holding is effectively held:
Vandewiele Group NV is controlled by Charles Beauduin (physical person).
7. Notification of Philippe Vlerick and Midelco NV
The notification dated 5 December 2023 contains the following information:
Reason of the notification: Acquisition or disposal of voting securities or voting rights Notification by: A parent undertaking or a controlling person
- Persons subject to the notification requirement: Philippe Vlerick and Midelco NV
- Transaction date: 30.11.2023
- Threshold that is crossed (in %): 3%
- Denominator: 43,739,703
- Notified details:
| A) Voting rights | Previous notification | After the transaction | ||||
|---|---|---|---|---|---|---|
| # of voting rights | # of voting rights | % of voting rights | ||||
| Holders of voting rights | Linked to | Not linked to | Linked to securities | Not linked | ||
| securities | securities | to securities | ||||
| Philippe Vlerick | 0 | 0,00% | ||||
| Midelco NV | 2,000,000 | 4.57% | ||||
| Sub-total | 2,000,000 | 4.57% | ||||
| TOTAL | 2,000,000 | 0 | 4.57% | 0% |
| B) Equivalent financial instruments |
After the transaction | ||||
|---|---|---|---|---|---|
| Holders of equivalent financial instruments |
Type of financial instrument |
Expiration date |
Exercise period or date |
# of voting rights that may be acquired if the instrument is exercised |
% of voting rights |
| TOTAL | 0 | 0.00% | |||
| TOTAL (A + B) | # of voting rights | % of voting rights |
|||
| 2,000,000 | 4.57% |
Chain of controlled undertakings through which the holding is effectively held:
Midelco NV is controlled by Philippe Vlerick (physical person).
8. Notification modification concert
The notification dated 6 December 2023 contains the following information:
Reason of the notification: Crossing of a threshold by persons acting in concert
Notification by: Persons acting in concert
- Persons subject to the notification requirement: Alva SA, 3D NV, Luxempart S.A., Stéphan Sonneville SA & ForAtenoR SA
- Transaction date: 30.11.2023
- Threshold that is crossed (in %): 60%
- Denominator: 43,739,703
- Notified details:
| A) Voting rights | Previous notification | After the transaction | ||||
|---|---|---|---|---|---|---|
| # of voting rights | # of voting rights | % of voting rights | ||||
| Holders of voting rights | Linked to | Not linked to | Linked to securities | Not linked | ||
| securities | securities | to securities | ||||
| Philippe Vastapane | 0 | 0 | 0% | |||
| Patricia Vastapane | 0 | 0 | 0% | |||
| Les Viviers S.A. | 0 | 0 | 0% | |||
| Alva SA | 521,437 | 521,437 | 1.19% | |||
| Sub-total | 524,437 | 524,437 | 1.19% | |||
| STAK Iberanfra | 0 | 0 | 0% | |||
| 3 D NV | 1,031,142 | 13,157,350 | 30.08% | |||
| Sub-total | 1,031,142 | 13,157,350 | 30.08% | |||
| Stéphan Sonneville | 0 | 0 | 0% | |||
| Stéphan Sonneville SA | 225,637 | 1,109,624 | 2.54% | |||
| Sub-total | 225,637 | 1,109,624 | 2.54% | |||
| Luxempart S.A. | 819,439 | 6,819,439 | 15.59% | |||
| ForAtenoR SA | 893,952 | 4,767,744 | 10.90% | |||
| TOTAL | 26,375,594 | 0 | 60.30% | 0% |
| B) Equivalent financial instruments |
After the transaction | ||||||
|---|---|---|---|---|---|---|---|
| Holders of equivalent financial instruments |
Type of financial instrument |
Expiration date |
Exercise period or date |
# of voting rights that may be acquired if the instrument is exercised |
% of voting rights |
||
| TOTAL | 0 | 0.00% | |||||
| TOTAL (A + B) | # of voting rights | % of voting rights |
|||||
| 26,375,594 | 60.30% |
Chain of controlled undertakings through which the holding is effectively held:
Alva SA is controlled by Les Viviers S.A., a company incorporated under Luxembourg law. Les Viviers S.A. is controlled by Philippe Vastapane and Patricia Vastapane (physical persons).
3D NV is controlled by STAK Iberanfra. STAK Iberanfra is not controlled.
Stéphan Sonneville SA is controlled by Stéphan Sonneville (physical person).
Luxempart S.A. is not controlled.
3D NV holds the majority of the voting rights attached to all the shares of ForAtenoR SA, so that it is irrefutably presumed to (exclusively) control ForAtenor SA (art. 1:14, §2, 1° of the CCA). At the same time, and without prejudice to the irrefutable presumption of (exclusive) control by 3D NV, 3D NV and Stéphan Sonneville SA exercise joint control over ForAtenor SA by virtue of a shareholders' agreement.
Additional information:
Alva SA, 3D NV, Luxempart S.A., Stéphan Sonneville SA and ForAtenoR SA act in concert, and not the entities or physical persons that control them. Consequently, the numbers of shares mentioned in the transparency notification only concern the shares with which the parties to the concert act in concert. The parties to the concert may hold shares outside the concert. The entities and physical persons controlling the parties to the concert may hold shares.
The notifications can be consulted in the section Company Governance / Regulated Information - Transparency of the website www.atenor.eu.
Contact: Hans Vandendael for Real Serendipity bv, International Legal Director – [email protected] – Tel. +32 2 387 22.99
Atenor is a sustainable real estate development company recognised as a Global Listed Sector Leaders by the GRESB, with pan-European expertise and listed on the Euronext Brussels market. Its mission is to respond to the new demands of the evolution of urban and professional life through sustainable urban planning and architecture. In this context, Atenor invests in large-scale real estate projects that meet strict criteria in terms of location, economic efficiency and respect of the environmental. Atenor is recognised as an international and sustainable urban developer, aligned with the European taxonomy and aiming for the highest classifications of BREEAM and WELL certifications.
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