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Major Shareholding Notification • Mar 19, 2025
3908_mrq_2025-03-19_ecf55f28-841e-455f-b46a-fdd169b7b0ad.pdf
Major Shareholding Notification
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Publication of transparency notifications
(Article 14, 1st paragraph, of the Law of 2 May 2007 on disclosure of major holdings)
Belgium, La Hulpe, 19 March 2025, 7:45 am (CET) - Atenor (BSE : ATEB)
1. Summary of the notifications
Atenor received transparency notifications from 3D NV, Vandewiele Group NV and Stéphan Sonneville SA as well as from the parties acting in concert, as described below. These declarations are made following the capital increase realised on 10 March 2025.
2. Notification of Stéphan Sonneville, Stéphan Sonneville SA, Osiris Venture SA and ForAtenoR SA
The notification dated 12.03.2025 contains the following information:
- ✓ Reason for the notification: Passive crossing of a threshold
- ✓ Notification by: A parent undertaking or a controlling person
- ✓ Persons subject to the notification Stéphan Sonneville, Osiris Venture SA, Stéphan Sonneville SA and requirement: ForAtenoR SA ✓ Transaction date: 10.03.2025
- ✓ Threshold that is crossed (in %): 10%
- ✓ Denominator: 61,029,780
- ✓ 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 | Not linked | |
| securities | securities | securities | to | ||
| securities | |||||
| Stéphan Sonneville | 0 | 0 | 0.00% | ||
| Osiris Venture SA | 512,000 | 440,000 | 0.72% | ||
| Stéphan Sonneville SA | 1,109,624 | 1,296,128 | 2.12% | ||
| ForAtenoR SA | 4,767,744 | 4,767,744 | 7.81% | ||
| Sub-total | 6,389,368 | 6,503,872 | 10.66% | ||
| TOTAL | 6,503,872 | 0 | 10.66% | 0% |
| B) Equivalent financial |
After the transaction | ||||
|---|---|---|---|---|---|
| instruments | |||||
| 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 | |||||
| 6,503,872 | 10.66% |
✓ Additional information: On 10 March 2025, Stéphan Sonneville SA and ForAtenoR SA each passively crossed below the 10% threshold.
✓ Chain of controlled undertakings through which the holding is effectively held:
Osiris Venture SA is controlled by Mr Stéphan Sonneville (natural person).
Stéphan Sonneville SA is controlled by Mr Stéphan Sonneville (natural person).
3D SA holds the majority of the voting rights attached to all the shares in ForAtenoR SA, so that it is irrefutably presumed to (exclusively) control ForAtenor SA (art. 1:14, §2, 1° of the BCCA). At the same time, and without prejudice to the irrefutable presumption of (exclusive) control by 3D SA, 3D SA and Stéphan Sonneville SA exercise joint control over ForAtenor SA by virtue of a shareholders' agreement.
3. Notification of STAK Iberanfra, 3D SA and ForAtenoR SA
The notification dated 12.03.2025 contains the following information:
- ✓ Reason for 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 SA and ForAtenoR SA
- ✓ Transaction date: 10.03.2025
- ✓ Threshold that is crossed (in %): 45%
- ✓ Denominator: 61,029,780
- ✓ 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 | Not linked | |
| securities | securities | securities | to | ||
| securities | |||||
| STAK Iberanfra | 0 | 0 | 0.00% | ||
| 3D NV | 13,157,350 | 22,701,702 | 37.20% | ||
| ForAtenoR SA | 4,767,744 | 4,767,744 | 7.81% | ||
| Sub-total | 17,925,094 | 27,469,446 | 45.01% | ||
| TOTAL | 27,469,446 | 0 | 45.01% | 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 | ||||||
| 27,469,446 | 45.01% |
✓ Chain of controlled undertakings through which the holding is effectively held:
STAK Iberanfra is not controlled.
3D SA is controlled by STAK Iberanfra.
3D NV holds the majority of the voting rights attached to all the shares in ForAtenoR SA, so that it is irrefutably presumed to (exclusively) control ForAtenoR SA (art. 1:14, §2, 1° of the BCCA). 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:
On 10 March 2025, STAK Iberanfra and 3D SA each crossed the 45% threshold upwards following an acquisition of securities conferring voting rights.
On 10 March 2025, ForAtenoR SA passively crossed below the 10% threshold.
4. Notification of Charles Beauduin, Vandewiele Group SA and Vandewiele SA
The notification dated 12.03.2025 contains the following information:
- ✓ Reason for 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, Vandewiele Group SA and Vandewiele SA
- ✓ Transaction date: 10.03.2025 ✓ Threshold that is crossed (in %): 5%
- ✓ Denominator: 61,029,780
- ✓ 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 | Not linked | ||
| securities | securities | securities | to | |||
| securities | ||||||
| Charles Beauduin | 0 | 0 | 0.00% | |||
| Vandewiele Group SA | 2,000,000 | 5,816,794 | 9.53% | |||
| Vandewiele SA | 0 | 5,000 | 0.01% | |||
| Sub-total | 2,000,000 | 5,821,794 | 9.54% | |||
| TOTAL | 5,821,794 | 0 | 9.54% | 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 | |||||
| 5,821,794 | 9.54% |
- ✓ Full chain of controlled undertakings through which the holding is effectively held: Vandewiele Group SA is controlled by Charles Beauduin (natural person). Vandewiele SA is controlled by Charles Beauduin (natural person).
- ✓ Additional information: /
5. Notification concerning the amendment of the concerted action
The notification dated 12.03.2025 contains the following information:
- ✓ Reason for the notification: Crossing of a threshold by persons acting in concert
- ✓ Notification by: Persons acting in concert
- ✓ Persons subject to the notification requirement: 3D NV, Stéphan Sonneville SA, Luxempart S.A. and ForAtenoR SA ✓ Transaction date: 10.03.2025 ✓ Threshold that is crossed (in %): 50% ✓ Denominator: 61,029,780
✓ 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 | Not linked | ||
| securities | securities | securities | to | |||
| securities | ||||||
| STAK Iberanfra | 0 | 0 | 0,00% | |||
| 3D NV | 13,157,350 | 22,701,702 | 37.20% | |||
| Sub-total | 13,157,350 | 22,701,702 | 37.20% | |||
| Stéphan Sonneville | 0 | 0 | 0,00% | |||
| Stéphan Sonneville SA | 1,109,624 | 1,296,128 | 2.12% | |||
| Sub-total | 1,109,624 | 1,296,128 | 2.12% | |||
| Luxempart S.A. | 4,373,790 | 4,373,790 | 7.17% | |||
| ForAtenoR SA | 2,383,872 | 2,383,872 | 3.91% | |||
| TOTAL | 30,755,492 | 0 | 50.39% | 0% |
| B) Equivalent financial |
After the transaction | ||||||
|---|---|---|---|---|---|---|---|
| instruments | |||||||
| 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 | |||||||
| 30,755,492 | 50.39% |
✓ Full chain of controlled undertakings through which the holding is effectively held:
3D SA is controlled by STAK Iberanfra. STAK Iberanfra is not controlled.
Stéphan Sonneville SA is controlled by Mr Stéphan Sonneville (natural person).
Luxempart S.A. is not controlled.
3D SA holds the majority of the voting rights attached to all the shares in ForAtenoR SA, so that it is irrefutably presumed to (exclusively) control ForAtenor SA (art. 1:14, §2, 1° of the BCCA). At the same time, and without prejudice to the irrefutable presumption of (exclusive) control by 3D SA, 3D SA and Stéphan Sonneville SA exercise joint control over ForAtenor SA by virtue of a shareholders' agreement.
✓ Additional information:3D NV, Luxempart S.A., Stéphan Sonneville SA and ForAtenoR SA act in concert, and not the entities or individuals who control them.
Therefore, the numbers of shares mentioned in this transparency notification only pertain to the shares with which the parties act in concert. The parties may hold shares outside of the concert. The entities and individuals controlling the parties acting in concert may hold shares.
The notifications can be consulted in the section Company / Corporate Governance / Regulated Information - Transparency of www.atenor.eu
For more information please contact:
Hans Vandendael for Real Serendipity bv, International Legal Director at [email protected]
About Atenor:
Atenor, a leading real estate developer listed on Euronext Brussels (ATEB), is dedicated to sustainability and innovation. The company specializes in mixed-use projects that encompass offices, residential spaces, retail, and public facilities, all designed in line with the principles of urban resilience. Atenor's Research and Development department, Archilab, provides expert guidance from the inception of each project. With an international presence and a diversified portfolio, Atenor transforms obsolete buildings and brownfields into vibrant spaces, through a comprehensive value creation cycle. To learn more about Atenor and its projects please visit us at www.atenor.eu
Disclaimer
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