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Biotalys
Major Shareholding Notification • Oct 23, 2024
3921_mrq_2024-10-23_06068507-d12a-41b0-ace2-d5c76475bd78.pdf
Major Shareholding Notification
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Press release - regulated information
Publication of transparency notifications (Article 14(1) of the Law of 2 May 2007 on the disclosure of large shareholders in issuers whose shares are admitted to trading on a regulated market)
Ghent, BELGIUM – 23 October 2024, 18:00 CEST – Biotalys NV (Euronext Brussel : BTLS) (the "Company" or "Biotalys"), an Agricultural Technology (AgTech) company developing protein-based biocontrol solutions for sustainable crop protection, announces today, in accordance with article 14 of the Act of 2 May 2007 on the disclosure of large shareholdings in issuers whose shares are admitted to trading on a regulated market (the 'Belgian Transparency Act'), that it has received transparency notifications from Ackermans & van Haaren NV, Agri Investment Fund BV, Gimv NV and Biotech Fonds Vlaanderen NV, ParticipatieMaatschappij Vlaanderen NV, K&E BV and RMM SA.
1. Ackermans & van Haaren NV
Ackermans & van Haaren NV has announced that, on 16 October 2024, it held 5,783,065 shares of Biotalys NV, representing 15.44% of the total number of voting rights.
The notification dated 18 October 2024 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:
- Stichting Administratiekantoor "Het Torentje", Parklaan 34, 3018 BC Rotterdam (NL)
- Ackermans & van Haaren NV, Begijnenvest 113, 2000 Antwerp
- Date on which the threshold was crossed: 16 October 2024
- Threshold that is crossed: 15%
- Denominator: 37,457,562
- Notified details:
| 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 | Not | |
| securities | linked to | securities | linked to | ||
| the | the | ||||
| securities | securities | ||||
| Stichting | 0 | 0 | 0 | 0.00% | 0.00% |
| Administratiekantoor | |||||
| "Het Torentje" | |||||
| Ackermans & van Haaren | 4,016,281 | 5,783,065 | 0 | 15.44% | 0.00% |
| NV | |||||
| TOTAL | 5,783,065 | 0 | 15.44% | 0.00% |
- Chain of control over Ackermans & van Haaren NV
- (i) Ackermans & van Haaren NV is directly controlled by Scaldis Invest NV.
- (ii) Scaldis Invest NV is directly controlled by Belfimas NV.
- (iii) Belfimas NV is directly controlled by Celfloor S.A.
- (iv) Celfloor S.A. is directly controlled by Apodia International Holding B.V.
- (v) Apodia International Holding B.V. is directly controlled by Palamount S.A.
- (vi) Palamount S.A. is directly controlled by stichting administratiekantoor "Het Torentje"
- (vii) Stichting administratiekantoor "Het Torentje" is the ultimate controlling shareholder.
In accordance with article 11, §1 of the Act of 2 May 2007, stichting administratiekantoor "Het Torentje" acts in its own name and on behalf of the companies set forth under (ii) up to and including (vi).
2. Agri Investment Fund BV
Agri Investment Fund C.V.B.A. has announced that, on 16 October 2024, it held 4,736,390 shares of Biotalys NV, representing 12.64% of the total number of voting rights.
The notification dated 22 October 2024 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:
- Private Stichting Jacob-Ferdinand Mellaerts, Diestsevest 32 5b, 3000 Leuven
- M.R.B.B. BV, Diestsevest 32 5b, 3000 Leuven
- Agri Investment Fund BV, Diestsevest 32 5b, 3000 Leuven
- Date on which the threshold was crossed: 16 October 2024
- Threshold that is crossed: 10%
- Denominator: 37,457,562
- Notified details:
| 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 | Not | ||
| securities | linked to | securities | linked to | |||
| the | the | |||||
| securities | securities | |||||
| Private Stichting Jacob | 0 | 0 | 0 | 0.00% | 0.00% | |
| Ferdinand Mellaerts | ||||||
| Agri Investment Fund BV | 2,158,708 | 4,736,390 | 0 | 12.64% | 0.00% | |
- Private Stichting Jacob-Ferdinand Mellaerts holds 76,76% in M.R.B.B. BV.
- M.R.B.B. BV holds 100% in Agri Investment Fund BV.
- Additional information: Change of control: Private Stichting Jacob-Ferdinand Mellaerts acquires control on 27/07/2022 (prior H.B.B. VZW). This results from the restructuring in the shareholding of the parent of A.I.F., namely M.R.B.B., made end of July 2022. In view of the new Companies Code, M.R.B.B. had to change a.o. its legal form. Under the new Code the then CV(BA) structure was no longer possible. It was opted to switch to a BV. In the framework of this change it was decided to strenghten the governance structure, via the establishment of a Private Stichting (Foundation) that holds the majority of shares of M.R.B.B (with voting rights).
The ultimate mission of the group could be maintained better (and unaltered) within this Private Stichting (Foundation). HBB vzw (via BB-Patrim) remains a beneficiary through a preferred dividend of the sole payment done by M.R.B.B. With respect to A.I.F. itself (which was equally changed to a BV) nothing changed de facto; it remained a full subsidiary of M.R.B.B.
3. Gimv NV and Biotech Fonds Vlaanderen NV
Gimv NV and Biotech Fonds Vlaanderen NV have announced that, on 16 October 2024, combined they held 4,307,393 shares of Biotalys NV, representing 11.50% of the total number of voting rights.
The notification dated 22 October 2024 contains the following information:
- Reason for the notification: passive crossing of the lowest threshold
- Notification by: persons acting in concert
- Persons subject to the notification requirement:
- Gimv NV, Karel Oomsstraat 37, 2018 Antwerp
- Biotech Fonds Vlaanderen NV, Oude Graanmarkt 63, 1000 Brussels
- Date on which the threshold was crossed: 16 October 2024
- Threshold that is crossed: 5%
- Denominator: 37,457,562
- Notified details:
| 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 |
Not | ||
| securities | linked to | securities | linked to | ||
| the | the | ||||
| securities | securities | ||||
| Gimv NV | 1,812,580 | 1,812,580 | 0 | 4.84% | 0.00% |
| Biotech Fonds |
2,494,813 | 2,494,813 | 0 | 6.66% | 0.00% |
| Vlaanderen | |||||
| TOTAL | 4,307,393 | 0 | 11.50% | 0.00% |
- 29,56% of shares in Gimv NV are held by WorxInvest NV; the remaining 70,44% is freefloat.
- Biotech Fonds Vlaanderen NV (BFV) is owned for 100% by the Flemish Region; the management of the participation of BFV in Biotalys is transferred to Gimv following a three party agreement between the Flemish Region, Gimv and PMV; hence the acting in concert.
4. ParticipatieMaatschappij Vlaanderen NV
ParticipatieMaatschappij Vlaanderen NV has announced that, on 18 October 2024, it held 1,847,329 shares of Biotalys NV, representing 4.93% of the total number of voting rights.
The notification dated 22 October 2024 contains the following information:
- Reason for the notification: downward crossing of the lowest threshold passive crossing of the lowest threshold
- Notification by: a parent undertaking or a controlling person
- Persons subject to the notification requirement:
- Het Vlaams Gewest (Flemish Region), Koning Albert-II laan 20, 1000 Brussels
- ParticipatieMaatschappij Vlaanderen NV, Oude Graanmarkt 63, 1000 Brussels
- Date on which the threshold was crossed: 18 October 2024
- Threshold that is crossed: 5%
- Denominator: 37,457,562
- Notified details:
| 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 | Not | ||
| securities | linked to | securities | linked to | |||
| the | the | |||||
| securities | securities | |||||
| Vlaamse Gewest | 0 | 0 | 0 | 0.00% | 0.00% | |
| ParticipatieMaatschappij | 2,494,813 | 1,847,329 | 0 | 4.93% | 0.00% | |
| Vlaanderen NV | ||||||
| TOTAL | 1,847,329 | 0 | 4.93% | 0.00% |
• The Flemish Region (het Vlaamse Gewest) holds 100% of the shares in ParticipatieMaatschappij Vlaanderen NV (PMV NV). PMV NV holds 100% of the shares in Biotech Fonds Vlaanderen NV which on its turn holds 6,66 % of the shares in Biotalys. This participation however is managed by Gimv NV. A possible divestment shall be submitted to Biotech Fonds Vlaanderen NV, but if this meets certain pre-defined criteria the necessary mandates shall be provided.
5. K&E BV
K&E BV has announced that, on 16 October 2024, it held 1,823,003 shares of Biotalys NV, representing 4.87% of the total number of voting rights.
The notification dated 21 October 2024 contains the following information:
- Reason for the notification: downward crossing of the lowest threshold passive crossing of the lowest threshold
- Notification by: a parent undertaking or a controlling person
- Persons subject to the notification requirement:
- Koen Quaghebeur
- Els Paesmans
- K&E BV, Lichtenberglaan 2019, 3800 Sint-Truiden
- Date on which the threshold was crossed: 16 October 2024
- Threshold that is crossed: 5%
- Denominator: 37,457,562
- Notified details:
| 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 | Not | ||
| securities | linked to | securities | linked to |
| the | the | ||||
|---|---|---|---|---|---|
| securities | securities | ||||
| Koen Quaghebeur | 0 | 0 | 0 | 0.00% | 0.00% |
| Els Paesmans | 0 | 0 | 0 | 0.00% | 0.00% |
| K&E BV | 1,867,837 | 1,823,003 | 0 | 4.87% | 0.00% |
| TOTAL | 1,823,003 | 0 | 4.87% | 0.00% |
• K&E BV is controlled by Mr. Koen Quaghebeur (50%) and Mrs. Els Paesmans (50%).
6. RMM SA
RMM SA has announced that, on 16 October 2024, it held 1,815,465 shares of Biotalys NV, representing 4,85% of the total number of voting rights.
The notification dated 21 October 2024 contains the following information:
- Reason for the notification: downward crossing of the lowest threshold passive crossing of the lowest threshold
- Notification by: a parent undertaking or a controlling person
- Persons subject to the notification requirement:
- Stefan Mariën
- Sniper Invest SA, Route d'Arlon 19-21 L 8009 Strassen Luxembourg
- Frederic Mariën
- Fontana Invest SA, Route d'Arlon 19-21 L 8009 Strassen Luxembourg
- Robin Devos
- Radium Invest SA, Route d'Arlon 19-21 L 8009 Strassen Luxembourg
- RMM SA, Route d'Arlon 19-21 L 8009 Strassen Luxembourg
- Date on which the threshold was crossed: 16 October 2024
- Threshold that is crossed: 5%
- Denominator: 37,457,562
- Notified details:
| 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 | Not | |
| securities | linked to | securities | linked to | ||
| the | the | ||||
| securities | securities | ||||
| Stefan Mariën | 0 | 0 | 0 | 0.00% | 0.00% |
| Sniper Invest SA | 0 | 0 | 0 | 0.00% | 0.00% |
| Frederic Mariën | 0 | 0 | 0 | 0.00% | 0.00% |
| Fontana Invest SA | 0 | 0 | 0 | 0.00% | 0.00% |
| Robin Devos | 0 | 0 | 0 | 0.00% | 0.00% |
| Radium Invest SA | 0 | 0 | 0 | 0.00% | 0.00% |
| RMM SA | 1,815,465 | 1,815,465 | 0 | 4.85% | 0.00% |
| TOTAL | 1,815,465 | 0 | 4.85% | 0.00% |
• RMM SA is held by Sniper Invest SA (ultimately owned by Stefan Mariën), Fontana Invest SA (ultimately owned by Frederic Mariën), and Radium Invest SA (ultimately owned by Robin Devos), each for one third.
The respective transparency notifications can be found on www.biotalys.com/investors.
About Biotalys
Biotalys is an Agricultural Technology (AgTech) company developing protein-based biocontrol solutions for the protection of crops and aiming to provide alternatives to conventional chemical pesticides for a more sustainable and safer food supply. Based on its novel AGROBODY™ technology platform, Biotalys is developing a strong and diverse pipeline of effective product candidates with a favorable safety profile that aim to address key crop pests and diseases across the whole value chain, from soil to plate. Biotalys was founded in 2013 as a spin-off from the VIB (Flanders Institute for Biotechnology) and has been listed on Euronext Brussels since July 2021. The company is based in the biotech cluster in Ghent, Belgium. More information can be found on www.biotalys.com.
For further information, please contact:
Toon Musschoot, Head of IR & Communication T: +32 (0)9 274 54 00 E: [email protected]