16 Jan 2019 14:30
This announcement contains inside information within the meaning of the Market Abuse Regulation (EU) (No 596/2014).
16 January 2019
BCRE - Brack Capital Real Estate Investments N.V.
("BCRE" or the "Company")
Posting of notice of Extraordinary General Meeting
BCRE is pleased to announce that the Company's Extraordinary General Meeting will be held at Barbara Strozzilaan 201, 1083HN Amsterdam, the Netherlands on 28 February 2019 at 9 a.m. GMT (10 a.m. CEST).
Further to Company's announcement on 10 January 2019, the Company intends to terminate its listing on the standard segment of the Main Market of the London Stock Exchange plc., regardless of its prospects of implementing any liquidity alternatives for shareholders or not, around the end of March 2019. Despite this, the Company is considering the admission of the shares in the capital of the Company (the "Shares") to a non-regulated market within the European Union in order to provide the Company's shareholders with the opportunity to continue trading in the Shares at a lower cost for the Company. The Company will update shareholders following completion of this review.
The following text is the Chairman's letter extracted from the notice of Extraordinary General Meeting ("Notice").
Dear Shareholder
Notice of Extraordinary General Meeting
1 Introduction
The purpose of the Notice is to provide you with the agenda for the Extraordinary General Meeting. Before the meeting, the agenda with explanatory notes and the announcements that are required by virtue of law and the Articles and all additional meeting documents (if any) are available to Shareholders.
The meeting documents are available on the website of the Company www.brack-capital.com as of 16 January 2019.
2 Appointment of the Company's statutory auditor (voting item)
On 2 February 2015, the General Meeting appointed Ernst & Young Accountants LLP, Netherlands as Company's statutory auditor starting with the financial year 2014. In accordance with article 25.2 of the Articles, the General Meeting is authorised to approve the appointment of JPA Van Noort Gassler & Co B.V. as Company's statutory auditor to replace Ernst & Young Accountants LLP, Netherlands as Company's statutory auditor, starting with the financial year 2018 based on the Board nomination and recommendation from the Audit Committee. Under Dutch law, appointment of an auditor is mandatory for the Company.
3 Appointment of a non-executive member of the Board (voting item)
The Board has decided to nominate for appointment Shimon Weintraub as a non-executive member of the Board. Shimon Weintraub (61), the controlling shareholder of the Company, lead Brack Group for the last 25 years. During this period Shimon Weintraub held different positions as CEO and chairman of multi billion dollar real estate companies traded in the UK. Due to his vast experience in finance, real estate and technology investments, he is a consultant to a number of companies and their management.
In view of Shimon Weintraub broad experience in real estate and finance, the Board is of the view that Shimon Weintraub fits very well in the Board profile. The Board expects that Shimon Weintraub will make a valuable contribution to the Company's Board, and therefore, the Board has decided to nominate Shimon Weintraub for appointment as a non-executive Board member for a period ending on the first day following the next annual General Meeting.
4 Capital Reduction by means of cancellation (voting item)
The proposal envisages cancellation of all Shares held by the Company on the day prior to the Extraordinary General Meeting up to a maximum of 210,000 Shares, which Shares have been repurchased by the Company under the Company's share buy back programme announced by the Company on 23 October 2018. The purpose of the capital reduction is creation of a clean capital structure and that no treasury shares are held by the Company.
The proposal to effect the Capital Reduction requires the adoption thereof by the General Meeting. In respect of the resolution to reduce the share capital any creditor may, by filing a petition with the Court, oppose the resolution. The resolution to reduce the Company's share capital shall not take effect as long opposition may be instituted. If opposition is instituted in time, the resolution shall take effect only on 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.
5 General Meeting
A notice convening the Extraordinary General Meeting to be held at Barbara Strozzilaan 201, 1083 HN Amsterdam, the Netherlands on 28 February 2019 commencing at 9 a.m. BST (10 a.m. CET) is set out on page 10 of the Notice. Further background on the Resolutions can be found in the explanatory notes to the Notice.
6 Voting
A Form of Proxy for use by holders of Shares at the Extraordinary General Meeting is enclosed with this document. Whether or not you propose to attend the Extraordinary General Meeting, you are encouraged 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 as to be received no later than 9 a.m. BST (10 a.m. CET) on 26 February 2019 (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 wishing to instruct Link Market Services 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 Link Asset Services, PXS 1, 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. BST (10 a.m. CET) on 25 February 2019 (being 72 hours before the time appointed for the holding of the Extraordinary General Meeting).
7 Record Date
Only Shareholders entered on the register of members of the Company at 6 p.m. BST (7 p.m. CET) on 31 January 2019 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. BST (7 p.m. CET) on 31 January 2019 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.
8 Recommendation
As set out in the explanatory notes to the agenda for the Extraordinary General Meeting, the Board considers these proposals to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends that you vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting.
Yours faithfully
Moshe Lustig, Chairman
ENQUIRIES:
BCRE - Brack Capital Real Estate Investments N.V. | |
Nansia Koutsou, Co-Chief Executive Officer | |
Shai Shamir, Co-Chief Executive Officer | |
Yiannis Peslikas, Chief Financial Officer | +31 20 514 1004 |
Novella Communications | |
Tim Robertson | |
Toby Andrews | +44 203 151 7008 |
About BCRE
BCRE is an international real estate development and investment group, headquartered in the Netherlands and listed on the London Stock Exchange. Through its subsidiary and associated undertakings, the Company is interested in, develops and operates and international portfolio of real estate assets in the markets it operates.
The Company has established local management team platforms with significant local market expertise. At present, the Company has offices and teams in New York, Moscow, Amsterdam and Limassol.