Publication of a rectified transparency notification received from Fortress Investment Group LLC (Article 14 §1 of the Law of 2 May 2007)
September 15 2023 - 3:01PM
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
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% |
B) Equivalent financial instruments |
After the transaction |
Holders of equivalentfinancial instruments |
Type of financialinstrument |
Expirationdate |
Exercise periodor date |
# of voting rightsthat may beacquired if theinstrument
isexercised |
% of votingrights |
Settlement |
|
|
|
|
0 |
0.00% |
|
|
TOTAL |
|
0 |
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:
(i) 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
(ii) 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
About Celyad Oncology
Celyad Oncology is a cutting-edge biotechnology
company dedicated to pioneering the discovery and advancement of
revolutionary technologies for chimeric antigen receptor (CAR)
T-cells. Its primary objective is to unlock the potential of its
proprietary technology platforms and intellectual property,
enabling to be at the forefront of developing next-generation CAR
T-cell therapies. By fully leveraging its innovative technology
platforms, Celyad Oncology aims to maximize the transformative
impact of its candidate CAR T-cell therapies and redefine the
future of CAR T-cell treatments. Celyad Oncology is based in
Mont-Saint-Guibert, Belgium. For more information, please visit
www.celyad.com.
Forward-looking statements
This release may contain forward-looking
statements, within the meaning of applicable securities laws,
including the Private Securities Litigation Reform Act of 1995, as
amended, including, without limitation, statements regarding
beliefs about and expectations for the Company’s updated strategic
business model, including associated potential benefits,
transactions and partnerships, statements regarding the potential
value of the Company’s IP, and statements regarding the
transparency notification. The words “will,” “believe,”
“potential,” “continue,” “target,” “project,” “should” and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. Any forward-looking statements in this release
are based on management’s current expectations and beliefs and are
subject to a number of known and unknown risks, uncertainties and
important factors which might cause actual events, results,
financial condition, performance or achievements of Celyad Oncology
to differ materially from those expressed or implied by such
forward-looking statements. Such risks and uncertainties include,
without limitation, risks related to the material uncertainty about
the Company’s ability to continue as a going concern; the Company’s
ability to realize the expected benefits of its updated strategic
business model; the Company’s ability to develop its IP assets and
enter into partnerships with outside parties; the Company’s ability
to enforce its patents and other IP rights; the possibility that
the Company may infringe on the patents or IP rights of others and
be required to defend against patent or other IP rights suits; the
possibility that the Company may not successfully defend itself
against claims of patent infringement or other IP rights suits,
which could result in substantial claims for damages against the
Company; the possibility that the Company may become involved in
lawsuits to protect or enforce its patents, which could be
expensive, time-consuming, and unsuccessful; the Company’s ability
to protect its IP rights throughout the world; the potential for
patents held by the Company to be found invalid or unenforceable;
and other risks identified in Celyad Oncology’s U.S. Securities and
Exchange Commission (SEC) filings and reports, including in the
latest Annual Report on Form 20-F filed with the SEC and subsequent
filings and reports by Celyad Oncology. These forward-looking
statements speak only as of the date of publication of this
document and Celyad Oncology’s actual results may differ materially
from those expressed or implied by these forward-looking
statements. Celyad Oncology expressly disclaims any obligation to
update any such forward-looking statements in this document to
reflect any change in its expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based, unless required by law or regulation.
Celyad Oncology Contacts:
Investor Contact: |
Media Contact: |
David Georges |
Caroline Lonez |
VP Finance and Administration |
R&D Communications and Business Development |
investors@celyad.com |
communications@celyad.com |
Source: Celyad Oncology SA
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