Mont-Saint-Guibert, Belgium, September 15, 2023, 10.01 pm CET – regulated information – Celyad Oncology SA (Euronext: CYAD) (“Celyad Oncology” or the “Company”) today announced, in accordance with Article 14 of the Belgian Law of 2 May 2007 regarding the publication of major shareholdings in issuers whose securities are admitted to trading on a regulated market (the “Transparency Law”), that it received a rectified notification of transparency dated September 13, 2023, indicating that CFIP CLYD (UK) Limited, an affiliate of Fortress Investment Group LLC, has crossed the statutory threshold of 25%, holding 7,954,808 shares i.e. 29.99% of Celyad Oncology’s shares and 27.53% voting rights as of September 4, 2023. This press release replaces the press release dated September 7, 2023.
Content of the Notification:
- 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:
Fortress Investment Group LLC – 1345 Avenue of the Americas, New York, NY 10105 United States
CFIP CLYD LLC – 1345 Avenue of the Americas, New York, NY 10105 United States
CFIP CLYD (UK) Limited – 7 Clarges Street, 4th Floor, London W1J 8AE, United Kingdom
- Date on which the threshold is crossed:
September 4, 2023
- Threshold that is crossed (in %):
25
- Denominator:
28,893,101
- 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 the securities | Not linked to the securities | Linked to the securities | Not linked to the securities | |
| Fortress Investment Group LLC | 0 | 0 | 0 | 0.00 % | 0.00 % |
| CFIP CLYD LLC | 6,500,000 | 0 | 0 | 0.00 % | 0.00 % |
| CFIP CLYD (UK) Limited | 0 | 7,954,808 | 0 | 27.53% | 0.00 % |
| Subtotal | 6,500,000 | 7,954,808 | 27.53% | ||
| TOTAL | 7,954,808 | 0 | 27.53% | 0.00 % | |
| TOTAL (A & B) | # of voting rights | % of voting rights |
| CALCULATE | 7,954,808 | 27.53% |
- Full chain of controlled undertakings through which the holdings is effectively held:
- CFIP CLYD (UK) Limited (“CFIP UK”), a United Kingdom limited liability company and a wholly- owned subsidiary of CFIP, directly holds 7,954,808 Ordinary Shares.
- CFIP CLYD LLC, a Delaware limited liability company (“CFIP”), is the parent of CFIP UK.
- FIP II UB Investments LP, a Delaware limited partnership (“FIP II”), holds 50% of the membership interests in CFIP.
- FIP Fund II GP LLC, a Delaware limited liability company (“FIP II GP”), is the general partner of FIP II.
- Hybrid GP Holdings LLC, a Delaware limited liability company (“Hybrid GP”), is the parent of FIP II GP and indirectly controls the general partners of certain investment funds that hold membership interests in CFIP.
- FIG LLC, a Delaware limited liability company (“FIG LLC”), indirectly controls the investment advisers to certain investment funds that hold membership interests in CFIP.
- Fortress Operating Entity I LP, a Delaware limited partnership (“FOE I”), is (i) the sole owner of FIG LLC and (ii) the managing member of, and holds the majority of equity interest in, Hybrid GP.
- FIG Corp., a Delaware corporation (“FIG Corp.”), is the general partner of FOE I.
- Fortress Investment Group LLC, a Delaware limited liability company (“Fortress”), is the sole owner of FIG Corp and has no controlling shareholder.
- Additional information:
This transparency notification covers the following transactions:
- sale of 6,500,000 shares of Celyad Oncology from CFIP CLYD LLC to CFIP CLYD (UK) Limited on 30 August 2023 within the scope of an intragroup share transfer; and
- subscription to 1,454,808 newly issued shares of Celyad Oncology by CFIP CLYD (UK) Limited on 4 September 2023.
After both transactions, CFIP CLYD (UK) Limited will hold 7,954,808 shares of Celyad Oncology.
Miscellaneous
- The Press Release may be consulted on the website of Celyad Oncology: https://celyad.com/newsroom/
- The notification can be consulted on the website of Celyad Oncology: https://celyad.com/investors/regulated-information/
- Contact person(s):
Any transparency notification must be sent to our Company by email to the attention of Georges Rawadi, Chief Executive Officer (CEO): investors@celyad.com
