1 Sep 2014 15:15
BCRE - Brack Capital Real Estate Investments N.V.
("BCRE" or the "Company")
Posting of notice of Extraordinary General Meeting
Capital Reduction and proposed distribution
1 September 2014
Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction
The Company announces that it has today published a circular containing details of a proposed Capital Reduction to create distributable reserves in the Company (the "Circular").
An Extraordinary General Meeting has been convened to seek Shareholder consent to the proposals at 9.00 a.m. (UK time) (10.00 am CEST) on 14 October 2014.
The following text is the Chairman's letter extracted from the Circular.
Dear Shareholder
Notice of Extraordinary General Meeting in relation to the proposed Capital Reduction
1 Introduction
The purpose of the Circular is to provide you with details of your Board's proposal to distribute share capital to Shareholders by first increasing the share capital and subsequently decreasing this capital by the same amount. The proposals require the passing of the Resolutions set out in the notice of Extraordinary General Meeting. The Resolution to decrease the share capital (Resolution 2) shall not take effect until expiry of the period during which opposition may be made as referred to below.
Further details of the proposed Capital Reduction is set out in paragraph 2 below.
2 Capital Reduction
The proposals envisage converting freely distributable reserves into share capital by increasing the nominal value of each Share from EUR 0.01 to EUR 0.04 or 0.05. Such increase in the share capital is effected by an amendment to the Articles. Subsequently, the Articles will be amended such that the share capital will be reduced by an amount of EUR 4,820,687.49 or EUR 6,427,583.32. It is intended, subject to the possible opposition by the Company's creditors as set out below, that this sum will be returned to Shareholders by means of repayment of share capital of EUR 0.03 or EUR 0.04 per share.
It is expected that the Board will fix the amount of the increased nominal value of each Share, after further analyses of the freely distributable reserves of the Company, prior to or at the Extraordinary General Meeting. It is expected that the Board will subsequently fix the amount of the Capital Reduction and therefore the amount to be repaid to Shareholders.
The proposals require the adoption thereof by the Shareholders. In respect of the Resolution to decrease the share capital (Resolution 2) any creditor may, by filing a petition with the competent District Court, oppose the Resolution. The Resolution to reduce the Company's share capital shall not take effect as long as opposition may be instituted. If opposition has been instituted in time, the Resolution shall take effect only upon the withdrawal of the opposition or upon the Court setting aside or otherwise dealing with the opposition.
The Capital Reduction does not affect the voting or dividend rights of any Shareholder, or the rights of any Shareholder on a return of capital and following the implementation of the Capital Reduction, there will be no change to the number of Shares in issue.
3 General Meeting
A notice convening the Extraordinary General Meeting to be held at Barbara Strozzilaan 201, 1083HN Amsterdam, the Netherlands on 14 October 2014 commencing at 9 a.m. UK time (10 a.m. CEST) is set out on page 9 of the Circular. Further background on the Resolutions can be found in the explanatory notes to the Notice.
4 Voting
A Form of Proxy for use by Shareholders at the Extraordinary General Meeting is enclosed with this document. Whether or not you propose to attend the Extraordinary General Meeting, you are urged to complete and sign the Form of Proxy in accordance with the instructions printed thereon and to return it to the Company, as soon as possible and in any event so has to be received no later than 9 a.m. UK time (10 a.m. CEST) on 12 October 2014 (being 48 hours before the time appointed for the holding of the Extraordinary General Meeting). The return of a completed Form of Proxy or the submission by CREST members of an electronic proxy appointment will not preclude you from attending the Extraordinary General Meeting and voting in person, should you so wish.
Holders of Depositary Interests in the Company wishing to instruct Capita IRG Trustees Limited, the Depositary, to vote in respect of the holder's interest should use the enclosed Form of Direction. The completed Form of Direction must be received by Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible and in any event so has to be received no later than 9 a.m. UK time (10 a.m. CEST) on 11 October 2014 (being 72 hours before the time appointed for the holding of the Extraordinary General Meeting).
5 Record Date
Only Shareholders entered on the register of members of the Company at 6.00 p.m. UK time (7.00 p.m. CEST) on 16 September 2014 shall be entitled to attend and vote at the Extraordinary General Meeting in respect of the number of Shares registered in their name at that time. Changes to entries on the register of members after 6 p.m. UK time (7p.m. CEST) on 16 September 2014 shall be disregarded in determining the rights of any person to attend or vote at the meeting. The length of time between the Record Date and the Extraordinary General Meeting is set by Dutch Law.
6 Recommendation
The Board considers the Capital Reduction and the Resolutions will promote the success of the Company for the Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions.
Yours faithfully
Harin Thaker, Chairman
Terms used and not defined in this announcement bear the meaning given to them in the Circular.
A copy of the circular will be available to view shortly on the Company's website at www.brack-capital.com