TIDMBCRE
RNS Number : 9429H
Brack Capital Real Estate Inv N.V
03 December 2015
BCRE - Brack Capital Real Estate Investments N.V.
("BCRE" or the "Company")
Posting of Notice of Extraordinary General Meeting
Proposed Capital Increase, Reduction and Distribution
BCRE is pleased to announce that it publishes a notice regarding
the proposed Capital Increase, Reduction and Distribution to the
Company's Shareholders (the "Notice").
An Extraordinary General Meeting (the "EGM") has been convened
to seek Shareholders' consent to the proposals at 9 a.m. (UK time)
(10 a.m. CET) on 15 January 2016.
The following text is the Chairman's letter extracted from the
Notice.
Dear Shareholder
Notice of Extraordinary General Meeting in relation to the
proposed Capital Increase, Reduction and Distribution
1 Introduction
The purpose of the Notice is to provide you with details of the
Company's Board's proposal to distribute share capital to
Shareholders. The objective is to return to Shareholders an amount
of either EUR 4,848,301.92 or EUR 6,464,402.56 depending on the
amount of distributable reserves available. To ensure that
necessary distributable reserves are available, a two-step process
is to be followed. First, this requires an increase to the share
capital and subsequently reducing this capital by the same amount
as the increase. To achieve this, the process requires the passing
of the Resolutions set out in the notice of Extraordinary General
Meeting. The resolution to reduce the share capital (Resolution 2)
is subject to the resolution to increase the share capital
(Resolution 1) being adopted and shall not take effect until expiry
of the period during which creditors may raise opposition to the
proposal under Resolution 2 (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 4,848,301.92 or EUR 6,464,402.56. 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 to effect the Capital Reduction require the
adoption thereof by the Shareholders. In respect of the resolution
to reduce the share capital (Resolution 2) any creditor may, by
filing a petition with the Court, oppose Resolution 2. Resolution 2
to reduce the Company's share capital shall not take effect as long
opposition may be instituted. If opposition has been instituted in
time, Resolution 2 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 15
January 2016 commencing at 9 a.m. UK time (10 a.m. CET) is set out
on page 9 of the Notice. 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 as to be received no later
than 9 a.m. UK time (10 a.m. CET) on 13 January 2016 (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 wish to do so.
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 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 as to be received no later than 9
a.m. UK time (10 a.m. CET) on 12 January 2016 (being 72 hours
before the time appointed for the holding of the Extraordinary
General Meeting).
CREST members who wish to appoint a proxy or proxies through the
CREST electronic proxy appointment service may do so by using the
procedures described in the CREST Manual. CREST personal members or
other CREST sponsored members, and those CREST members who have
appointed a voting service provider should refer to their CREST
sponsors or voting service provider(s), who will be able to take
the appropriate action on their behalf. In order for a proxy
appointment or instruction made by means of CREST to be valid, the
appropriate CREST message (a "CREST Proxy Instruction") must be
properly authenticated in accordance with Euroclear UK &
Ireland Limited's specifications and must contain the information
required for such instructions, as described in the CREST Manual.
The message must be transmitted so as to be received by the
Company's agent, Capita Registrars Limited (CREST Participant ID:
RA10), no later than 72 hours before the time appointed for the
meeting. For this purpose, the time of receipt will be taken to be
the time (as determined by the time stamp applied to the message by
the CREST Application Host) from which the Company's agent is able
to retrieve the message by enquiry to CREST in the manner
prescribed by CREST. CREST members and, where applicable, their
CREST sponsor or voting service provider should note that Euroclear
UK & Ireland Limited does not make available special procedures
in CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the input of CREST
Proxy Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a voting service
provider, to procure that his CREST sponsor or voting service
provider takes) such action as shall be necessary to ensure that a
message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsor or voting service provider are
referred in particular to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
5 Record Date
Only Shareholders entered on the register of members of the
Company at 6 p.m. UK time (7 p.m. CET) on 18 December 2015 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 (7 p.m. CET) on 18 December 2015 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 that the proposed Capital Increase,
Reduction and Distribution 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 Notice.
The Notice of the EGM is available on Company's website -
www.brack-capital.com.
ENQUIRIES:
BCRE - Brack Capital Real Estate Investments
N.V.
Ariel Podrojski, Chief Executive Officer
Nansia Koutsou, Chief Financial Officer +31 20 514 1004
Novella Communications
Tim Robertson
Ben Heath +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 an
international portfolio of real estate assets, predominantly
located in the USA, Germany, Russia, India and the UK.
The Company has established local management team platforms with
significant local market expertise in the US, Germany, Russia,
India and the UK with exclusive access to over 400 staff. At
present, the Company has offices and teams in New York, London,
Frankfurt, Düsseldorf, Moscow, Kazan, New Delhi, Amsterdam,
Limassol and Budapest.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOEUOAVRVNAURAA
(END) Dow Jones Newswires
December 03, 2015 11:00 ET (16:00 GMT)
Bcre-Brack Cap. (LSE:BCRE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Bcre-Brack Cap. (LSE:BCRE)
Historical Stock Chart
From Jul 2023 to Jul 2024