Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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ALLEGO N.V.
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(Name of Issuer)
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Ordinary Shares, nominal value €0.12 per share
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(Title of Class of Securities)
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| N0796A100 |
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(CUSIP Number)
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December 31, 2022
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ |
Rule 13d-1(b)
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| ☐ |
Rule 13d-1(c)
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| ☒ |
Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
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1
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NAMES OF REPORTING PERSONS
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E8 Partenaires
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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France
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0 (See Item 4)
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6
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SHARED VOTING POWER
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0 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
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0 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
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| 41,097,994 (See Item 4) |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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41,097,994
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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15.4% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) The ultimate controlling persons of E8 Partenaires are Mr. Bruno Heintz and Mr. Jean-Marc Oury.
(2) This percentage calculation is based on an aggregate of 267,177,592 Allego N.V. ordinary shares (the "Ordinary Shares") outstanding as of September 19, 2022, as set out in Allego N.V.'s Post-Effective Amendment
No. 1 to Form F-1 Registration Statement filed with the Securities and Exchange Commission on September 30, 2022.
2
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1
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NAMES OF REPORTING PERSONS
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Bruno Heintz
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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France
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0 (See Item 4)
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6
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SHARED VOTING POWER
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0 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
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0 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
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41,097,994 (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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41,097,994
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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15.4% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) Mr. Bruno Heintz is the sole controlling person of the entity that serves as the managing director of E8 Partenaires.
(2) This percentage calculation is based on an aggregate of 267,177,592 Ordinary Shares outstanding as of September 19, 2022, as set out in Allego N.V.'s Post-Effective Amendment No. 1 to Form F-1 Registration
Statement filed with the Securities and Exchange Commission on September 30, 2022.
3
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1
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NAMES OF REPORTING PERSONS
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Jean-Marc Oury
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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France
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0 (See Item 4)
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6
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SHARED VOTING POWER
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0 (See Item 4)
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7
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SOLE DISPOSITIVE POWER
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0 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
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41,097,994 (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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41,097,994
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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15.4% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) Mr. Jean-Marc Oury is the sole controlling person of, and holds usufruct interests in almost all of the shares of, the entity that serves as the President of E8
Partenaires. Mr. Jean-Marc Oury's usufruct interests are subject to the bare ownership interests of certain of his family members.
(2) This percentage calculation is based on an aggregate of 267,177,592 Ordinary Shares outstanding as of September 19, 2022, as set out in Allego N.V.'s Post-Effective Amendment No. 1 to Form F-1 Registration
Statement filed with the Securities and Exchange Commission on September 30, 2022.
4
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Item 1(a).
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Name of Issuer:
Allego N.V. |
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
Westervoortsedijk 73 KB
6827 AV Arnhem
the Netherlands
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Item 2(a).
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Name of Person Filing:
This Schedule 13G is filed jointly by each of the following persons (collectively, the "Reporting Persons") pursuant to a joint filing agreement attached hereto as Exhibit A:
E8 Partenaires
Bruno Heintz
Jean-Marc Oury
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Item 2(b).
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Address of Principal Business Office, or, if none, Residence:
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| 1. |
E8 Partenaires
75 avenue des Champs Elysees
75008, Paris
France
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| 2. |
Bruno Heintz
75 avenue des Champs Elysees
75008, Paris
France
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| 3. |
Jean-Marc Oury
75 avenue des Champs Elysees
75008, Paris
France
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Item 2(c).
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Citizenship:
E8 Partenaires is organized in France.
Bruno Heintz and Jean-Marc Oury are both French citizens.
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Item 2(d).
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Title of Class of Securities:
Ordinary Shares, nominal value €0.12 per share.
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Item 2(e).
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CUSIP No.:
N0796A100
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| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:
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Not applicable.
| Item 4. |
Ownership
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The following information with respect to the ownership of the Ordinary Shares by the Reporting Persons is provided as of December 31, 2022.
5
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Reporting Person
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Amount
beneficially
owned:
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Percent of
class (1):
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Sole power to
vote or direct
the vote:
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Shared power to
vote or to direct
the vote:
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Sole power to
dispose or to direct
the disposition of:
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Shared power
to dispose or to
direct the
disposition of:
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E8 Partenaires
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41,097,994
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15.4%
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0 (2)
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0 (2)
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0 (3)(4)
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41,097,994 (3)(4)
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Bruno Heintz
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41,097,994
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15.4%
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0 (2)
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0 (2)
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0 (3)(4)
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41,097,994 (3)(4)
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Jean-Marc Oury
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41,097,994
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15.4%
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0 (2)
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0 (2)
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0 (3)(4)
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41,097,994 (3)(4)
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(1) These percentage calculations are based on an aggregate of 267,177,592 Ordinary Shares
outstanding as of September 19, 2022, as set out in Allego N.V.'s Post-Effective Amendment No. 1 to Form
F-1 Registration Statement filed with the Securities and Exchange Commission on September 30, 2022.
(2) E8 Partenaires ("E8") entered into an Irrevocable Power of Attorney and Prior Consent Agreement (the "POA") with
Madeleine Charging B.V. ("Madeleine"), pursuant to which, among other things, E8 granted to Madeleine an irrevocable voting power of attorney to vote all the Ordinary Shares owned by E8 in connection with any
vote submitted at a stockholder meeting. As a result of the transfer of voting power pursuant to the POA, none of the Reporting Persons have sole or shared voting power over any of the Ordinary Shares, and Madeleine and its ultimate controlling
persons, which, to the Reporting Persons' knowledge, include various entities affiliated with Meridiam SAS, may be deemed to also beneficially own these shares. The POA will expire on the earlier of: (i) December 31, 2028; (ii) the date on which
one of E8 or Madeleine no longer owns, directly or indirectly, any shares in Allego N.V. or any of its subsidiaries; (iii) the date on which the aggregate direct and indirect shareholdings owned by E8 or Madeleine in Allego N.V. is strictly below
50% of the share capital and voting rights of Allego N.V.; or (iv) the date on which Madeleine notifies E8 in writing of its intention to unilaterally terminate the power of attorney.
(3) In accordance with the POA Agreement, E8 Partenaires has agreed not to transfer more than two-thirds of the 39,876,396 Ordinary Shares owned by it before September 30, 2026, without the prior
written consent of Madeleine and subject to certain exceptions. In addition, pursuant to the Registration Rights Agreement, dated as of March 16, 2022, which Allego N.V. filed on March 21, 2022 as Exhibit 4.1 to Form 20-F (the "Registration Rights Agreement"), E8 Partenaires agreed not to transfer 39,876,396 of the Ordinary Shares that it holds until September 16, 2023, subject to certain exceptions specified in the Registration Rights
Agreement. Capitalized terms in this paragraph have the same meaning as defined in the Registration Rights Agreements.
(4) Investment decisions with respect to the Ordinary Shares held by E8 Partenaires are made jointly by Messrs. Bruno Heintz and Jean-Marc Oury.
| Item 5. |
Ownership of Five Percent or Less of a Class
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This Item 5 is not applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
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Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities reported herein.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not applicable.
6
| Item 8. |
Identification and Classification of Members of the Group
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See Exhibit B.
| Item 9. |
Notice of Dissolution of Group
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Not applicable.
| Item 10. |
Certifications
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Not applicable.
7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 9, 2023
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E8 PARTENAIRES
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By:
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/s/ Bruno Heintz |
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Name: Bruno Heintz
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Title: Authorized Person
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| /s/ Bruno Heintz | ||
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Bruno Heintz
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| /s/ Jean-Marc Oury | ||
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Jean-Marc Oury
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8
LIST OF EXHIBITS
9