Regulatory News:
X-FAB Silicon Foundries SE (Paris:XFAB)
Regulated Information
1. Transparency notification relating to Xtrion NV
(0878.389.438) falling below the lowest threshold
1.1 Summary of the notification
X-FAB Silicon Foundries SE (hereafter: X-FAB SE or X-FAB) has
received a transparency notification dated November 20, 2023,
indicating that Xtrion NV, following a transfer of shares on
November 14, 2023, and the termination of the existing shareholder
agreement with Sarawak Technology Holdings Sdn. Bhd., currently
holds 0% of the voting rights in X-FAB SE. It has thus fallen below
the lowest threshold. The transparency notification further
clarifies that, as a result of the share transfer and termination
of the shareholder agreement, the joint control over X-FAB by Mr.
Roland Duchâtelet, Mr. Rudi De Winter, Ms. Françoise Chombar and
Sarawak Technology Holdings Sdn. Bhd. has transitioned into an
absence of control and the Chombar-De Winter and Duchâtelet
families, their respective affiliated legal entities and Sarawak
Technology Holdings Sdn. Bhd. do not act in concert with regard to
X-FAB.
This publication is made by X-FAB Silicon Foundries SE pursuant
to the Belgian law of May 2, 2007, on disclosure of major
holdings.
1.2 Content of the notification
The notification dated November 20, 2023, relating to Xtrion NV
falling below the lowest threshold contains the following
information:
Reason for the notification:
› Acquisition or disposal of voting
securities or voting rights
› Downward crossing of the lowest
threshold
› Termination of an agreement to act in
concert
Notification by:
› A parent undertaking or a controlling
person
› Person acting in concert
Persons subject to notification
requirement:
› Roland Duchâtelet
› Rudi De Winter
› Françoise Chombar
› Elex NV
› Sensinnovat BV
› Stichting Administratiekantoor
XPEQT Private foundation (Private stichting)
› Xtrion NV
› X-FAB Silicon Foundries SE
› X-FAB Semiconductor Foundries
GmbH
› State Financial Secretary,
Sarawak
› Sarawak Technology Holdings
Sdn. Bhd.
Date on which the threshold is
crossed:
November 14, 2023
Threshold that is crossed (in %):
Xtrion NV fell below the lowest
threshold
Denominator:
130,781,669
Notified details:
see below
Full chain of controlled undertakings:
PRIOR TO THE TRANSACTION:
JOINT CONTROL AND ACTING IN CONCERT -
Xtrion NV held 48.4% of the voting rights in X-FAB Silicon
Foundries SE and had de facto control over X‑FAB Silicon Foundries
SE. Stichting Administratiekantoor XPEQT holds a majority of the
voting rights in Xtrion NV and has control over Xtrion NV.
Stichting Administratiekantoor XPEQT is a private foundation
(private stichting) under Belgian law and is under the joint
control of Roland Duchâtelet, Rudi De Winter and Françoise Chombar.
Roland Duchâtelet, Rudi De Winter and Françoise Chombar have joint
control over Xtrion NV through Stichting Administratiekantoor XPEQT
and consequently also had joint control over X-FAB Silicon
Foundries SE. The certificates of shares in Xtrion NV issued by
Stichting Administratiekantoor XPEQT are owned half by Elex NV and
half by Sensinnovat BV. Elex NV is the investment vehicle and
holding company of the Duchâtelet family. Sensinnovat BV is the
investment vehicle and holding company of the De Winter-Chombar
family. Xtrion NV, Elex NV, Roland Duchâtelet, Rudi De Winter and
Françoise Chombar acted in concert with regard to X‑FAB Silicon
Foundries SE.
ACTING IN CONCERT BETWEEN XTRION AND
SARAWAK - State Financial Secretary, Sarawak, holds all voting
rights in Sarawak Technology Holdings Sdn. Bhd. On 5 April 2017,
Xtrion NV and Sarawak Technology Holdings Sdn. Bhd. entered into a
shareholders' agreement in relation to X-FAB Silicon Foundries SE
pursuant to which they acted in concert with regard to X‑FAB
Silicon Foundries SE since that date.
Additional information:
CURRENT SITUATION:
END OF JOINT CONTROL AND ACTING IN CONCERT
- On November 14, 2023, Xtrion NV has transferred 31,666,781 shares
in X‑FAB Silicon Foundries SE to Sensinnovat BV, the investment
vehicle and holding company of the De Winter-Chombar family. On
November 14, 2023, Xtrion transferred 31,666,782 shares in X-FAB
Silicon Foundries SE to Elex NV, the investment vehicle and holding
company of the Duchâtelet family. Xtrion NV currently holds 0
shares in X-FAB Silicon Foundries SE. As a consequence of these
transactions (i) a situation of joint control over X‑FAB Silicon
Foundries SE has transitioned into an absence of control and (ii)
the Chombar-De Winter and Duchâtelet families and their respective
affiliated legal entities do not act in concert with regard to
X-FAB Silicon Foundries SE.
CURRENT SITUATION: END OF ACTING IN
CONCERT BETWEEN XTRION AND SARAWAK - Xtrion NV and Sarawak
Technology Holdings Sdn. Bhd. have terminated the shareholder
agreement dated April 5, 2017, by mutual consent. Consequently,
they no longer act in concert with regard to X‑FAB Silicon
Foundries SE.
A) Voting Rights
Previous notification
After the transaction
# of voting rights
# of voting rights
% of voting rights
Holders of voting rights
Linked to securities
Not linked to the securities
Linked to securities
Not linked to the securities
Roland Duchâtelet
125,724
Rudi De Winter
37,716
Françoise Chombar
37,716
Elex NV
1,005,996
Sensinnovat BV
0
0
0.00%
Stichting Administratiekantoor XPEQT
0
0
0.00%
Xtrion NV
62,743,079
0
0.00%
X-FAB Silicon Foundries SE
0
0
0.00%
X-FAB Semiconductor Foundries GmbH
149,748
Subtotal
64,099,979
State Financial Secretary, Sarawak
0
0
0.00%
Sarawak Technology Holdings Sdn. Bhd.
14,948,655
Subtotal
14,948,655
TOTAL
0
0
0.00%
0.00%
2. Transparency notification relating to Sensinnovat BV
(0884.338.607) crossing the 20% threshold
2.1 Summary of the notification
X-FAB SE has received a transparency notification dated November
20, 2023, indicating that Sensinnovat BV, following a transfer of
shares on November 14, 2023, currently holds 24.2% of the voting
rights in X-FAB. It has thus crossed the 20% threshold.
2.2 Content of the notification
The transparency notification dated November 20, 2023, relating
to Sensinnovat BV crossing the 20% threshold contains the following
information:
Reason for the notification:
› Acquisition or disposal of voting
securities or voting rights
› Conclusion or modification of an
agreement to act in concert
Notification by:
› A parent undertaking or a controlling
person
› Person acting in concert
Persons subject to notification
requirement:
› Rudi De Winter
› Françoise Chombar
› Chione Partnership (maatschap)
› Sensinnovat BV
Date on which the threshold is
crossed:
November 14, 2023
Threshold that is crossed (in %):
20%
Denominator:
130,781,669
Notified details:
see below
Full chain of controlled undertakings:
Françoise Chombar and Rudi De Winter are
the managers (zaakvoerders) of and have control over Chione
Partnership. Chione Partnership holds all the voting rights in
Sensinnovat BV and has control over this company. Consequently,
Françoise Chombar and Rudi De Winter have joint control over
Sensinnovat BV.
Additional information:
On November 14, 2023, Sensinnovat BV
acquired 31,666,781 shares in X‑FAB Silicon Foundries SE from
Xtrion NV. Consequently, Sensinnovat and its affiliated persons
currently hold 24.27% of the voting rights in X‑FAB Silicon
Foundries SE. Sensinnovat BV and Karen De Winter act in concert
with regard to X-FAB Silicon Foundries SE.
A) Voting Rights
Previous notification
After the transaction
# of voting rights
# of voting rights
% of voting rights
Holders of voting rights
Linked to securities
Not linked to the securities
Linked to securities
Not linked to the securities
Françoise Chombar
37,716
37,716
0.03%
Rudi De Winter
37,716
37,716
0.03%
Chione Partnership
0
0
0.00%
Sensinnovat BV
0
31,666,781
24.21%
Subtotal
75,432
31,742,213
24.27%
Karen De Winter
0
1,780
0.00%
Subtotal
1,780
0.00%
TOTAL
31,743,993
0
24.27%
0.00%
3. Transparency notification relating to Elex NV
(0884.338.607) crossing the 25% threshold
3.1 Summary of the notification
X-FAB SE has received a transparency notification dated November
20, 2023, indicating that Elex NV, following a transfer of shares
on November 14, 2023, currently holds 24.98% of the voting rights
in X-FAB. The transparency notification further clarifies that Elex
NV and Roland Duchâtelet act in concert with regard to X-FAB.
Together, they hold 25.08% of the voting rights in X‑FAB SE.
3.2 Content of the notification
The transparency notification dated November 20, 2023, relating
to Elex NV crossing the 25% threshold contains the following
information:
Reason for the notification:
› Acquisition or disposal of voting
securities or voting rights
› Conclusion or modification of an
agreement to act in concert
Notification by:
› A parent undertaking or a controlling
person
› Person acting in concert
Persons subject to notification
requirement:
› Roland Duchâtelet
› Duchatelet Future Private foundation
(private stichting)
› Elex NV
Date on which the threshold is
crossed:
November 14, 2023
Threshold that is crossed (in %):
25%
Denominator:
130,781,669
Notified details:
see below
Full chain of controlled undertakings:
Duchatelet Future Private foundation holds
a majority of the voting rights in Elex NV and has control over
this company. The ultimate control over Elex NV is held by
Duchatelet Future Private foundation, which in turn is not
controlled by anyone.
Additional information:
On November 14, 2023, Elex NV acquired
31,666,782 shares in X‑FAB Silicon Foundries SE from Xtrion NV.
Consequently, Elex NV holds 24,98% of the voting rights in X-FAB
Silicon Foundries SE. Elex NV and Roland Duchâtelet act in concert
with regard to X-FAB Silicon Foundries SE. Together, Elex NV and
its affiliated persons currently hold 25.08% of the voting rights
in X-FAB Silicon Foundries SE.
A) Voting Rights
Previous notification
After the transaction
# of voting rights
# of voting rights
% of voting rights
Holders of voting rights
Linked to securities
Not linked to the securities
Linked to securities
Not linked to the securities
Roland Duchâtelet
125,724
125,724
0.10%
Subtotal
125,724
125,724
0.10%
Duchatelet Future Private foundation
0
0
0.00%
Elex NV
1,005,996
32,672,778
24.98%
Subtotal
1,005,996
32,672,778
24.98%
TOTAL
32,798,502
0
25.08%
0.00%
4. Transparency notification relating to Sarawak Technology
Holdings Sdn. Bhd. crossing the 10% threshold
4.1 Summary of the notification
X-FAB SE has received a transparency notification dated November
20, 2023, indicating that Sarawak Technology Holdings Sdn. Bhd.,
following the termination of a shareholder agreement with Xtrion NV
on November 14, 2023, currently holds 11.43% of the voting rights
in X-FAB.
4.2 Content of the notification
The transparency notification dated November 20, 2023, relating
to Sarawak Technology Holdings Sdn. Bhd. crossing the 10% threshold
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 notification
requirement:
› State Financial Secretary, Sarawak
› Sarawak Technology Holdings Sdn.
Bhd.
Date on which the threshold is
crossed:
November 14, 2023
Threshold that is crossed (in %):
10%
Denominator:
130,781,669
Notified details:
see below
Full chain of controlled undertakings:
PRIOR TO THE TRANSACTION: ACTING IN
CONCERT BETWEEN XTRION AND SARAWAK - State Financial Secretary,
Sarawak holds all voting rights in Sarawak Technology Holdings Sdn.
Bhd. On 5 April 2017, Xtrion NV and Sarawak Technology Holdings
Sdn. Bhd. entered into a shareholders' agreement in relation to
X-FAB Silicon Foundries SE pursuant to which they acted in concert
with regard to X-FAB Silicon Foundries SE since that date.
Additional information:
CURRENT SITUATION: END OF ACTING IN
CONCERT BETWEEN XTRION AND SARAWAK - Xtrion NV and Sarawak
Technology Holdings Sdn. Bhd. have terminated the shareholder
agreement dated April 5, 2017, by mutual consent. Consequently,
they no longer act in concert with regard to X‑FAB Silicon
Foundries SE.
A) Voting Rights
Previous notification
After the transaction
# of voting rights
# of voting rights
% of voting rights
Holders of voting rights
Linked to securities
Not linked to the securities
Linked to securities
Not linked to the securities
State Financial Secretary, Sarawak
0
0
0.00%
Sarawak Technology Holdings Sdn. Bhd.
14,948,655
14,948,655
11.43%
Subtotal
14,948,655
14,948,655
11.43%
TOTAL
14,948,655
0
11.43%
0.00%
Miscellaneous
The transparency notifications can be consulted on the website
of X-FAB Silicon Foundries SE via this link.
About X-FAB
X-FAB is the leading analog/mixed-signal and MEMS foundry group
manufacturing silicon wafers for automotive, industrial, consumer,
medical and other applications. Its customers worldwide benefit
from the highest quality standards, manufacturing excellence and
innovative solutions by using X-FAB’s modular CMOS processes in
geometries ranging from 1.0 to 0.13 µm, and its special silicon
carbide and MEMS long-lifetime processes. X-FAB’s analog-digital
integrated circuits (mixed-signal ICs), sensors and
micro-electro-mechanical systems (MEMS) are manufactured at six
production facilities in Germany, France, Malaysia and the U.S.
X-FAB employs approx. 4,200 people worldwide. For more information,
please visit www.xfab.com.
Forward-looking information
This press release may include forward-looking statements.
Forward-looking statements are statements regarding or based upon
our management’s current intentions, beliefs or expectations
relating to, among other things, X-FAB’s future results of
operations, financial condition, liquidity, prospects, growth,
strategies or developments in the industry in which we operate. By
their nature, forward-looking statements are subject to risks,
uncertainties and assumptions that could cause actual results or
future events to differ materially from those expressed or implied
thereby. These risks, uncertainties and assumptions could adversely
affect the outcome and financial effects of the plans and events
described herein.
Forward-looking statements contained in this press release
regarding trends or current activities should not be taken as a
report that such trends or activities will continue in the future.
We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, unless legally required. You should not place undue
reliance on any such forward-looking statements, which speak only
as of the date of this press release.
The information contained in this press release is subject to
change without notice. No re-report or warranty, express or
implied, is made as to the fairness, accuracy, reasonableness, or
completeness of the information contained herein and no reliance
should be placed on it.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231120791379/en/
X-FAB Press Contact Uta Steinbrecher Investor Relations
X-FAB Silicon Foundries +49-361-427-6489
uta.steinbrecher@xfab.com
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