29 Oct 2014 12:08
29 October 2014
Reconstruction Capital II Limited
Result of EGM
Reconstruction Capital II Ltd ("RC2" or the "Company"), announces that shareholders have supported both Resolutions which were proposed at today's Extraordinary General Meeting of Shareholders ("EGM") regarding the continuation of the life of the Company and the issuance of €8,450,000 of Convertible Loan Notes, as follows:
Resolutions | In favour | Against | Withheld | ||
Votes | %* | Votes | %* | ||
Extraordinary resolution to continue the Company as presently constituted for a further two years until the Annual General Meeting to be convened in 2016 | 60,412,447 | 99.43 | 348,279 | 0.57 | 866,424 |
Ordinary resolution to authorise the Directors to be authorised to issue Convertible Loan Notes up to an aggregate nominal amount of €8,450,000 including the right to convert the amounts outstanding on the basis of 7.41 New Ordinary Shares for every €1.00 of outstanding amount of principal of Convertible Loan Notes (or as the conversion ratio may be adjusted under the anti-dilution provisions of the Convertible Loan Notes). | 61,278,871 | 99.43 | 348,279 | 0.57 | 0 |
* Percentage of votes cast excludes Withheld votes.
Accordingly:
- the life of the Company will be continued for a further two years until the Annual General meeting to be convened in 2016; and
- the Company will issue Convertible Loan Notes up to an aggregate nominal amount of €8,450,000 as set out in the Circular which was posted to shareholders on 6 October 2014. Definitive Convertible Loan Note certificates will be despatched to Note holders by 7 November 2014.
Convertible Loan Note Subscriptions
The Company received applications from certain existing Shareholders to take up €8,450,000 in aggregate of the Convertible Loan Notes.
Following the Resolutions being passed at today's EGM Ion Florescu (or entities related to him), a former Director of the Company and substantial shareholder, will invest €6,210,000 in Convertible Loan Notes. Substantial shareholders in the Company subscribed for Notes per the table below:
Convertible Loan Notes subscribed for (€) | Ordinary Shares held | % Issued Share Capital (prior to conversion of Convertible Loan Notes) | |
Ion Florescu | 6,210,000 | 28,297,656 | 28.30% |
Reichmuth & Co. (as nominee) | 500,000 | 7,265,667 | 7.27% |
Furthermore, certain Directors, namely Howard I. Golden, Dirk Van den Broeck and Markus Winkler also subscribed for Notes per the table below:
Convertible Loan Notes subscribed for (€) | Ordinary Shares held | % Issued Share Capital (prior to conversion of Convertible Loan Notes) | |
Howard Golden | 151,000 | 1,059,732 | 1.06% |
Dirk Van den Broeck | 202,000 | 2,036,831 | 2.04% |
Markus Winkler | 110,000 | 500,000 | 0.50% |
Capitalised terms not otherwise defined in this announcement shall have the same meanings as set out in the Circular dated 6 October 2014.
For further information, please contact:
Reconstruction Capital II Limited
Ion Florescu / Ivanka Ivanova
Tel: +44 (0) 207 244 0088
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett / David Hignell / Edward Thomas
Tel: +44 (0) 20 7383 5100