Notification of major shareholdings
Transparency legislation aims to create openness regarding the shareholder structure of listed companies. To achieve this, holders of a stake in listed companies are, under certain circumstances, required to inform both the Financial Services and Markets Authority (FSMA) and the issuer about their holding.
RMG
Notifications to Roularta Media Group NV may be addressed to Sophie Van Iseghem (tel. +32 473 46 00 48) and at the email address sophie.van.iseghem@roularta.be.
FSMA
For notifications to the FSMA, it is recommended to use the standard form TR-1BE, which can be found on the FSMA website (www.fsma.be).
More information about the transparency legislation can be found in the FSMA’s Practical Guide on Transparency Legislation.
Information regarding NV Roularta Media Group
| Basic Data | Value |
|---|---|
| Total Capital | €84,815,953.73 |
| Total Number of Voting Securities (Shares) | 13,931,920 |
| Total Number of Voting Rights (= denominator) | 23,284,948 (1) |
| Loyalty Voting Rights | (1) In accordance with the loyalty voting right introduced in 2020, registered shares that have been continuously registered in the name of the same shareholder in the register of registered shares for at least two uninterrupted years enjoy double voting rights. |
| Additional Information | Value |
|---|---|
| Convertible Bonds into Voting Securities | None |
| Rights to Subscribe to Unissued Voting Securities | None |
| Voting Rights from Subscription Rights | None |
| Shares without Voting Rights | None |
| Statutory Notification Threshold | 3% (Article 8 of the Articles of Association) |
Notifications
In the context of the Law of May 2, 2007, on the disclosure of significant shareholdings in issuers whose shares are admitted to trading on a regulated market (Transparency Law), NV Roularta Media Group publicly discloses the following information:
The company has received the following notifications regarding the following shareholdings in NV Roularta Media Group:
As of 23/06/2025
The change in the denominator is the result of (i) the fact that a number of registered shareholders, who enjoyed double voting rights, accepted the takeover bid by NV Koinon, combined with a package of Roularta shares held by NV Koinon that, as of June 23, 2025, have been continuously registered in the name of the same shareholder for two years and therefore now enjoy double voting rights.
As of 27/06/2025
Roularta Media Group NV received a transparency notification dated June 27, 2025, following a change in the concerted action agreement due to the contribution of registered shares of SA West Investment Holding, which enjoyed double voting rights, during the initial acceptance period of the public takeover bid launched by NV Koinon on Roularta Media Group NV shares not yet held by NV Koinon or its affiliated persons. The contribution of shares of SA West Investment Holding to the public takeover bid also terminated the existing concerted action agreement between SA West Investment Holding and Koinon NV.
The notification also lists the other shares tendered under the bid. As a result of these acquisitions, Koinon NV and its affiliated persons exceed the threshold of 90% of the total voting rights.
| Field | Information |
|---|---|
| Reason for Notification | Acquisition or transfer of voting securities or voting rights |
| Conclusion or modification of a concerted agreement | |
| Notification By | Persons acting in concert |
| Persons Required to Notify | – Koinon NV |
| – Stichting Administratiekantoor Cerveteri | |
| – Hendrik De Nolf | |
| – West Investment Holding NV | |
| – Stichting Administratiekantoor Giverny | |
| – Leo Claeys | |
| Date of Threshold Crossing | June 19, 2024 |
| Threshold Exceeded (%) | 90% |
| Denominator (Total Voting Rights) | 23,284,948 |
Chain of controlled companies through which the holding is actually held.
The Koinon NV is a subsidiary of Stichting Administratiekantoor Cerveteri, which is controlled by Mr. and Mrs. Hendrik De Nolf – Lieve Claeys.
The SA West Investment Holding is a subsidiary of Stichting Administratiekantoor Giverny, which is controlled by Mr. Leo Claeys.
As of 18/06/2024
Roularta Media Group NV has received a transparency notification dated 18 June 2024, following the subscription by NV Koinon to 719,459 new registered shares in the context of the scrip dividend.
| Item | Details |
|---|---|
| Reason for the notification | Acquisition or transfer of securities conferring voting rights or voting rights |
| Notification by | Persons acting in concert |
| Notifying parties | – Koinon NV – Stichting Administratiekantoor Cerveteri – Hendrik De Nolf – West Investment Holding NV – Stichting Administratiekantoor Giverny – Leo Claeys |
| Date of threshold crossing | 12/06/2024 |
| Threshold exceeded (%) | 91% |
| Denominator | 23,339,348 |
In the context of this transparency notification, it is also noted that, following the extraordinary general meeting of 19 May 2020, the loyalty voting right (in accordance with Article 7:53 of the Belgian Companies and Associations Code) was introduced. This loyalty voting right was statutorily enshrined in Article 34 of the company’s articles of association.
As of 19 May 2020, the persons acting in concert held a total of 18,374,402 voting rights out of a denominator of 21,048,551. Consequently, their participation already represented 87.30% of the voting rights, thereby exceeding the 85% threshold.
This notification also constitutes a correction of the transparency notification dated 26 November 2020 by the ‘persons acting in concert’ (see participations listed in point 10, details of the notification, section A, number of voting rights in the previous notification). Following the acquisition of 916,536 treasury shares by Roularta Media Group NV from shareholder Bestinver on 25 November 2020, the number of voting rights held by the ‘persons acting in concert’ increased to 19,282,462 out of a denominator of 21,048,551. As of 25 November 2020, their participation represented 91.61% of the voting rights, thereby exceeding the 90% threshold.
Chain of controlled undertakings through which the participation is effectively held
Koinon NV is a subsidiary of Stichting Administratiekantoor Cerveteri, which is controlled by Mr. Hendrik De Nolf. SA West Investment Holding is a subsidiary of Stichting Administratiekantoor Giverny, which is controlled by Mr. Leo Claeys.
As of 25/11/2020
| Item | Details |
|---|---|
| Reason for the notification | Acquisition or transfer of securities conferring voting rights or of voting rights |
| Notification by | Persons acting in concert |
| Notifying parties | – Koinon Comm.NV – Stichting Administratiekantoor Cerveteri – Hendrik De Nolf – West Investment Holding NV – Stichting Administratiekantoor Giverny – Leo Claeys |
| Date of threshold crossing | 25/11/2020 |
| Threshold exceeded (%) | 85% |
| Denominator | 13,141,123 |
Chain of controlled undertakings through which the participation is effectively held
Comm.VA Koinon is a subsidiary of Stichting Administratiekantoor Cerveteri, which is controlled by Mr. Hendrik De Nolf.
SA West Investment Holding is a subsidiary of Stichting Administratiekantoor Giverny, which is controlled by Mr. Leo Claeys
As of 14/11/2019
| Item | Details |
|---|---|
| Reason for the notification | Acquisition or transfer of securities conferring voting rights or voting rights |
| Notification by | Single notifying person |
| Notifying parties | – Koinon Comm.VA – Stichting Administratiekantoor Cerveteri – Hendrik De Nolf – West Investment Holding SA – Stichting Administratiekantoor Giverny – Leo Claeys |
| Date of threshold crossing | 14/11/2019 |
| Threshold exceeded (%) | 75% |
| Denominator | 13,141,123 |
Chain of controlled undertakings through which the participation is effectively held
Comm.VA Koinon is a subsidiary of Stichting Administratiekantoor Cerveteri, which is controlled by Mr. Hendrik De Nolf.
SA West Investment Holding is a subsidiary of Stichting Administratiekantoor Giverny, which is controlled by Mr. Leo Claeys
As of 13/12/2018
| Item | Details |
|---|---|
| Reason for the notification | Acquisition or transfer of securities conferring voting rights or voting rights |
| Notification by | Persons acting in concert |
| Notifying parties | Capfi Delen Asset Management NV |
| Date of threshold crossing | 13/12/2018 |
| Threshold exceeded (%) | 3% |
| Denominator | 13,141,123 |
Chain of controlled undertakings through which the participation is effectively held
Capfi Delen Asset Management NV is a company directly controlled by Bank Delen NV
As of 24/08/2018
| Item | Details |
|---|---|
| Reason for the notification | Acquisition or transfer of securities conferring voting rights or voting rights |
| Notification by | Persons acting in concert |
| Notifying parties | – Koinon Comm.VA – Stichting Administratiekantoor Cerveteri – Hendrik De Nolf – West Investment Holding SA – Stichting Administratiekantoor Giverny – Leo Claeys |
| Date of threshold crossing | 17/08/2018 |
| Threshold exceeded (%) | 65% |
| Denominator | 13,141,123 |
Chain of controlled undertakings through which the participation is effectively held
Comm.VA Koinon is a subsidiary of Stichting Administratiekantoor Cerveteri, which is controlled by Mr. Hendrik De Nolf.
SA West Investment Holding is a subsidiary of Stichting Administratiekantoor Giverny, which is controlled by Mr. Leo Claeys
As of 08/02/2018
| Item | Details |
|---|---|
| Reason for the notification | Acquisition or transfer of securities conferring voting rights or voting rights |
| Notification by | Single notifying person |
| Notifying parties | Capfi Delen Asset Management NV |
| Date of threshold crossing | 08/02/2018 |
| Threshold exceeded (%) | 3% |
| Denominator | 13,141,123 |
| Number of voting rights held | 439,200 |
| Percentage of voting rights | 3.34% |
| Chain of controlled undertakings | Capfi Delen Asset Management NV is directly controlled by Bank Delen NV |
As of 02/07/2015
Comm.VA Koinon and SA West Investment Holding, acting as persons acting in concert who have reached an agreement regarding the ownership, acquisition, and transfer of securities, have made the following definitive notification concerning their shareholdings in NV Roularta Media Group as of 2 July 2015:
-
Comm.VA Koinon: 8,030,727 shares[1] (61.11%)
-
SA West Investment Holding: 2,022,136 shares (15.39%)
In Total: 10,052,863 shares (76.50%)
[1] including 657,850 treasury shares of Roularta Media Group
Comm.VA Koinon is a subsidiary of Stichting Administratiekantoor Cerveteri, which is controlled by Mr. Hendrik De Nolf.
SA West Investment Holding is a subsidiary of Stichting Administratiekantoor Giverny, which is controlled by Mr. Leo Claeys.
As of 02/03/2015
Bestinver Gestión S.A., SGIIC (an investment fund management company), holds 1,306,190 shares, representing 9.94%.