ABL Ablon

    RNS Number : 6663I
  Ablon Group Limited
  21 November 2008
   

    ABLON GROUP LIMITED

    Notice of Extraordinary General Meeting

    Ablon Group Limited ('Ablon' or 'the Company'), a leading real estate owner and developer in Central and Eastern Europe, announces that
it has today posted a circular to shareholders to convene an Extraordinary General Meeting of the members of Ablon Group Limited (the
"Company") which will be held at Frances House, Sir William Place, St Peter Port, Guernsey GY1 4HQ on Tuesday 9 December 2008 at 3.00 pm. 

    The purpose of the circular is to give details of the proposal of the Company to authorise the acquisition of additional ordinary shares
by Aura Holding GmbH ("Aura"), a company indirectly controlled by Uri Heller, the chief executive of the Company, which is currently
interested in more than 30 per cent of the ordinary shares in the Company's issued share capital, subject to certain restrictions. A copy of
the circular is available to download at the company's website www.ablon-group.com.

    The Company's Articles of Association currently restrict the ability of a person from acquiring more than 30 per cent of the ordinary
shares in the Company's issued share capital, or if they hold more than 30 per cent from increasing their shareholding, unless otherwise
permitted by the Articles of Association. The exceptions to this restriction include a form of "whitewash" procedure, such that acquisitions
of shares resulting in holdings in excess of 30 per cent, or increases above 30 per cent, are permitted if they have previously been
approved by an ordinary resolution passed by a general meeting of members. In such circumstances, the proposed acquiror (and any persons
acting in concert with the acquiror), as well as any indentified sellers of ordinary shares, may not vote on the relevant resolution. Aura
has undertaken to the Company not to vote on the proposed resolution.

    It is proposed that the authority for such acquisitions would limit Aura to holding a maximum of 40 per cent of the Company's issued
share capital and would expire at the Company's next annual general meeting. The resolution will be proposed as an ordinary resolution. 

    Uri Heller, the chief executive of the Company, is currently indirectly interested via Aura in 30.57 per cent of the Company's ordinary
shares. Aura has noted the recent fall in the Company's share price and has indicated to the Company that it would be prepared to increase
its overall interest in the Company if permitted by the Articles of Association. The directors (other than Uri Heller, who did not
participate in the discussion of the resolution at the relevant board meeting) consider that in the current circumstances such an expression
of support could be beneficial to other shareholders, particularly if they were seeking a willing buyer. It was noted that Aura had reserved
the right not to acquire any additional shares, even if the resolution were passed, and that it was not currently contemplating making a
tender offer to all shareholders. 

    Aura has undertaken to provide written confirmation to the Company prior to any acquisition of ordinary shares that neither Aura nor Uri
Heller are in possession of unpublished price sensitive information prior to any proposed acquisition, the proposed acquisition would not
otherwise breach the AIM Rules for Companies, the UK Financial Services Act 2000 or other applicable securities laws and regulations and
should either Aura or Uri Heller become aware of any unpublished price sensitive information prior to completion of the relevant
acquisition, Aura will immediately cease the relevant acquisition and not purchase the relevant ordinary shares.
    

    -ends-
    

    Date: 21st November 2008

    For further information contact: 

 Ablon Group Limited    KBC Peel Hunt Ltd   City Profile Group
 Daniel Avidan, CFO     Capel Irwin         William Attwell
 Tel. +36 1 225 6600    Tel: 020 7418 8900  Tel: 020 7448 3244


This information is provided by RNS
The company news service from the London Stock Exchange
 
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