(Article 14 of the law of May 2, 2007 on the disclosure of significant shareholdings)
According to Agfa-Gevaert NV’s bylaws, the threshold as from which a shareholding needs to be disclosed, has been set at 3%, 5% and a multiple of 5%.
In conformity with the Law of May 2, 2007 regarding the disclosure of significant shareholdings in listed companies, Agfa-Gevaert (Euronext: AGFB) discloses the following declaration:
Active Ownership Capital S.à.r.l. has announced on April 18, 2019, that it managed a stake in Agfa-Gevaert as per April 12, 2019 of 23,069,853 voting rights or 13.42% (denominator is 171,851,042). On this date, AOC Value S.A.S. individually held 13,402,784 voting rights or 7.80%.
On April 12, 2019, Active Ownership Fund SICAV-FIS SCS contributed 4,535,000 shares already held by it in Agfa-Gevaert NV to AOC Technology S.A.S., as a result of which AOC Technology S.A.S. directly holds 9,667,069 voting rights or 5.63% of Agfa-Gevaert, thus crossing the 5% threshold upwards.
The total amount of voting rights held by the controlled undertakings as described below equals 13.42%.
Full chain of controlled undertakings through which the holding is effectively held
On June 25, 2018, AOC Technology S.A.S., AOC Value S.A.S. and Active Ownership Fund SICAV-FIS SCS concluded an acting in concert agreement regarding the exercise of their voting rights in the issuer, Agfa-Gevaert NV. AOC Technology S.A.S. and AOC Value S.A.S. are both controlled by Active Ownership Fund SICAV-FIS SCS.
Active Ownership Fund SICAV-FIS SCS was managed by Active Ownership Capital S.à.r.l., which is jointly controlled by two shareholders, Active Ownership Advisors GmbH and Active Ownership Investments Ltd. Active Ownership Advisors GmbH is controlled by Florian Schuhbauer.
Active Ownership Investments Ltd. is controlled by Tamlino Import & Advisory LP, which is controlled by Tamlino lnvestmenls Ltd., which is controlled by Klaus Röhrig.
On October 1, 2019 however, an agreement was concluded by Active Ownership Fund SICAV-FIS SCS regarding the appointment of Active Ownership Corporation S.à.r.l. as AIFM for Active Ownership Fund SICAV-FIS SCS. Pursuant to this agreement and appointment, Active Ownership Corporation S.à.r.l. will exercise the voting rights with respect to shares held by Active Ownership FUND SICAV-FIS SCS.
Active Ownership Corporation S.à.r.l. is jointly controlled by Active Ownership Advisors GmbH and Active Ownership Investments Ltd. The control over these two shareholders has not changed since the last notification and remains as described above.
The majority of the voting rights in AOC Technology S.A.S. and AOC Value S.A.S. are exercised by Active Ownership Fund SICAV-FIS SCS.
The exercise of the voting rights in Active Ownership Fund SICAV-FIS SCS has been described above.
AOC Value S.A.S. and AOC Technology S.A.S. are sister companies, both controlled by Active Ownership FUNS SICAV-FIS SCS.
Additional information
By way of clarification, this is a notification regarding a transfer of voting rights. Because of an agreement regarding the transfer of voting rights by an indirect shareholder, there is indirectly a transfer of voting rights in the Issuer. More in particular, this notification is filed because there is a transfer of voting rights between Active Ownership Fund SICAV-FIS SCS and Active Ownership Corporation S.à.r.l.
Active Ownership Fund SICAV-FIS has appointed Active Ownership Corporation S.à.r.l. as AIFM pursuant to an agreement dated October 1, 2019. As a result of this agreement, Active Ownership Corporation S.à.r.l. can exercise the voting rights held with respect to shares held by Active Ownership Fund SICAV-FIS SCS in a discretionary manner. Active Ownership Fund SICAV-FIS SCS indirectly controls shares in the Issuer in accordance with the full chain of control described above and is in turn controlled in accordance with the description of the chain of control above. Other than the aforementioned transfer of voting rights, there have been no changes with respect to the control over the Issuer.
Notifications of important shareholdings to be made according to the Law of
May 2, 2007 or Agfa-Gevaert NV’s bylaws, should be sent to viviane.dictus@agfa.com.
About Agfa
The Agfa-Gevaert Group develops, manufactures and distributes an extensive range of analogue and digital imaging systems and IT solutions, mainly for the printing industry and the healthcare sector, as well as for specific industrial applications. Agfa’s headquarters and parent company are located in Mortsel, Belgium. The Agfa-Gevaert Group achieved a turnover of 2,247 million euro in 2018.
Contact:
Viviane Dictus
Director Corporate Communications
tel. ++32 0 3 444 7124
e-mail: viviane.dictus@agfa.com