24 Nov 2009 12:42
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA.
24 November 2009
INVISTA EUROPEAN REAL ESTATE TRUST SICAF
("IERET" or the "Company")
Result of First EGM
Convening of Second EGM
IERET confirms that at the EGM held today the necessary quorum required to pass the Resolutions relating to its proposed Capital Raising was not achieved. As detailed in the prospectus published by the Company on 16 November 2009, the vote upon these Resolutions will now pass to the Second Extraordinary Meeting to be held at 10.00am on 29 December 2009 at the offices of Citco REIF Services (Luxembourg) S.A., 20, rue de la Poste, L-2346 Luxembourg, where and in accordance with the Company Act, no quorum requirement will be applicable.
The quorum and majority requirements for the First Extraordinary General Meeting (as governed by the Company Act), required that holders of shares representing at least fifty per cent. of the Company's issued share capital be present or represented to validly deliberate and vote upon the Resolutions and that resolutions to be adopted required a two-thirds majority of the votes validly cast, with abstentions, invalid and blank votes not being taken into account. Therefore, as no quorum was achieved, no business was transacted at the First Extraordinary General Meeting.
The two notices required to convene the Second Extraordinary Meeting will be published in the Mémorial and two Luxembourg newspapers on 27 November 2009 and on 14 December 2009.
-ENDS-
For further information:
| Invista Real Estate Tony Smedley/Chris Ludlam +44 20 7153 9369 | |
| J.P. Morgan Cazenove (Joint Sponsor, Joint Financial Adviser and Joint Bookrunner) William Simmonds Tel: +44 (0) 20 7588 2828 | |
| Liberum Capital (Joint Sponsor, Joint Financial Adviser and Joint Bookrunner ) Chris Bowman / Tom Fyson Tel: +44 (0)20 3100 2000 | |
| Financial Dynamics Stephanie Highett / Dido Laurimore / Rachel Drysdale Tel: +44 (0) 20 7831 3113 realestate@fd.com | |
Definitions
The following definitions apply throughout this announcement unless the context requires otherwise:
| "Capital Raising" | the Firm Placing and the Placing and Open Offer |
| "Company Act" | the Luxembourg act of 10 August 1915 on commercial companies, as amended |
| "EGM " | the extraordinary general meeting of the Company at which Shareholders will validly vote upon the Resolutions in accordance with Luxembourg law |
| "First EGM" | the extraordinary general meeting of the Shareholders held on 24 November 2009 |
| "Resolutions" | the resolutions to be proposed at the (First and, as appropriate, Second) Extraordinary General Meeting in connection with the Capital Raising |
| "Second EGM" | the second extraordinary general meeting of the Shareholders that the Board will convene in accordance with the Company Act if the First Extraordinary General Meeting is not quorate and at which Shareholders will be asked to vote on the Resolutions |
This announcement is an advertisement and is not a prospectus. Accordingly, investors should not subscribe for securities except on the basis of information in the Prospectus itself.
Neither this document nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire securities pursuant to the Capital Raising will be made, and any investor should make his investment, solely on the basis of information that is contained in the Prospectus. Once published, copies of the Prospectus may be obtained at no cost from the Company's website (www.ieret.eu).
This announcement and the information contained herein is not for publication, release or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, South Africa or any jurisdiction in which the same would be unlawful. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, Japan, New Zealand, South Africa or any jurisdiction in which such an offer or solicitation is unlawful.
Any offering will only be made in any jurisdiction in compliance with local laws. In any Relevant Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive (and it is only so addressed or directed to the extent permitted by all other applicable laws and regulations).
This communication is directed only at (i) persons outside the United Kingdom, or (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) (a) to (d) of the Order. Persons within the United Kingdom who receive this communication (other than persons falling within (ii) and (iii) above) should not rely on or act upon this communication.
No representation or warranty, express or implied, is made or given by, or on behalf of J.P. Morgan Cazenove or Liberum Capital or any of their respective members, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information or opinions contained in this communication and no responsibility or liability is accepted by any of them for any such information or opinions. You should note that, in connection with the proposed Capital Raising, J.P. Morgan Cazenove and Liberum Capital, each of which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and are neither advising nor treating as a client any other person and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove and Liberum Capital or for providing advice in relation to the proposed Capital Raising.
Neither this communication nor any copy of it, may be taken, transmitted or distributed, directly or indirectly, into the United States of America, its territories or possessions or passed to United States residents, corporations or other entities organised under the laws of the United States or any State thereof or any US branch, agency or affiliate of any such corporation or entity, wherever located except pursuant to applicable exemptions. Neither this communication nor any copy hereof may be distributed in the Excluded Territories or in any other jurisdiction where its distribution may be restricted by law and persons into whose possession this communication comes should inform themselves about, and observe, any such restrictions. Distribution of this communication in the United States, or any such other jurisdictions, except in accordance with applicable exemptions may constitute a violation of United States securities laws, or the law of any such other jurisdictions.
The Offer Shares and Warrants have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. The Offer Shares and Warrants are being offered and sold only outside the United States to investors that are not US Persons in "offshore transactions" in accordance with and in reliance on the exemption from registration provided by Regulation S. The Offer Shares and Warrants may not be offered or sold within the United States or to, or for the account or benefit of, US Persons. The Company will not be registered under the US Investment Company Act and investors will not be entitled to the benefits of such Act. The Offer Shares and Warrants have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority, nor have or will any of the foregoing authorities passed upon or endorsed the merits of the offering of Offer Shares and Warrants or the accuracy or adequacy of the Prospectus. Any representation to the contrary is a criminal offence in the United States.