Mont-Saint-Guibert, Belgium, November 21, 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 notification of transparency dated November 17, 2023, indicating that CFIP CLYD (UK) Limited, an affiliate of Fortress Investment Group LLC, has crossed the statutory threshold of 50%, holding 22,858,654 shares i.e. 52.19% of Celyad Oncology’s voting rights.
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 (UK) Limited – 7 Clarges Street, 4th Floor, London W1J 8AE, United Kingdom
- Date on which the threshold is crossed:
November 14, 2023
- Threshold that is crossed (in %):
50
- Denominator:
43,796,947
- 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 (UK) Limited | 7,954,808 | 22,858,654 | 0 | 52.19% | |
| Subtotal | 7,954,808 | 22,858,654 | 52.19% | ||
| TOTAL | 22,858,654 | 0 | 52.19% | 0.00 % | |
| TOTAL (A & B) | # of voting rights | % of voting rights |
| CALCULATE | 22,858,654 | 52.19% |
- 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 22,858,654 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 subscription to 14,903,846 newly issued shares of Celyad Oncology by CFIP CLYD (UK) Limited on 14 November 2023. After the transaction, CFIP CLYD (UK) Limited will hold 22,858,654 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/newsroom/
- 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
