Proposed delisting
May 15 2009 - 8:00AM
UK Regulatory
TIDMBRDH
RNS Number : 3471S
Burani Designer Holding N.V.
15 May 2009
BURANI DESIGNER HOLDING N.V. ("BDH" or the "Company")
PROPOSED CANCELLATION FROM ADMISSION TO TRADING ON AIM OF THE LONDON STOCK
EXCHANGE
The Company announces that it has today received a formal notice in writing from
the Company's majority shareholder, Burani Private Holding S.p.A. ("BPH") (which
controls approximately 54 per cent. of the total issued and outstanding share
capital of the Company), requesting (in accordance with the Company's Articles
of Association) that the Board convenes a meeting of shareholders (the "General
Meeting") to consider a resolution for the cancellation of the admission of the
Company's ordinary shares to trading on AIM in accordance with Rule 41 of the
AIM Rules (the "De-Listing" and the resolution, the "De-Listing Resolution").
The Company intends to convene a General Meeting for these purposes for 5 June
2009 and expects to send a circular to shareholders (the "Circular") on 18 May
2009 containing notice of the General Meeting.
Background to the De-Listing
BPH initially approached the Board on 20 March 2009, indicating that it was
concerned that the primary benefits expected to arise from the Company's
admission to trading on AIM were no longer being realised and that it was
considering putting forward a formal request to convene a general meeting of
shareholders of the Company in order to consider a resolution to delist.
Although BPH had not, at that stage, determined that it wished to proceed with
the De-Listing, it was clear that the interests of certain members of the Board
in BPH (namely Giovanni Burani, who is a shareholder and director of BPH, and
Giuseppe Gullo, who is a director of BPH) could give rise to a conflict of
interest, should BPH conclude that it wished to push forward with the
De-Listing.
It was therefore resolved that a committee (the "Independent Committee"),
comprising the Company's three non-executive directors (together the
"Independent Directors"), should be constituted to address any formal request
that may be made by BPH. Since the establishment of the Independent Committee,
the Independent Directors have sought independent advice and entered into a
dialogue with BPH with a view to better understanding BPH's concerns and its
intentions in the event that it determined to proceed with its proposal for a
De-Listing. During the course of this dialogue, the Independent Directors asked
BPH to consider a tender offer for the interests of other shareholders and
depository interest holders in the Company's capital or otherwise support the
provision of an exit facility to enable shareholders and depository interest
holders to realise their interests at fair market value. BPH has declined to
make a tender offer or support such an exit facility at this time.
Following the delivery of the formal request by BPH earlier today, a General
Meeting of shareholders of the Company will be convened to consider the
De-Listing. In light of the potential conflict of interest referred to above and
in light of the remit given to the Independent Committee, those Directors who
are not members of the Independent Committee have not participated in
formulating the Board's view on the proposed De-Listing.
In the opinion of the Independent Directors, whether or not the De-Listing is in
the interests of particular shareholders and depository interest holders will,
to a large extent, depend on their own individual circumstances and therefore
the Independent Directors have determined that they should make no particular
recommendation in this regard. In the Circular convening the General Meeting
therefore, the Independent Directors will seek to inform shareholders and
depository interest holders of some of the factors that they believe may be
relevant for consideration in determining whether or not to vote in favour of
the De-Listing Resolution. Shareholders or depository interest holders should
read the Circular carefully and if they are in any doubt about the action they
should take (including any tax implications that may arise for them), they
should consult an independent financial adviser authorised and regulated under
the Financial Services and Markets Act 2000, or (if they are outside the United
Kingdom) a suitably qualified adviser recognised under the applicable
legislation.
Irrevocable undertakings to vote
BPH has undertaken to vote (or procure votes) in favour of the De-Listing
Resolution and the other resolutions to be proposed at the General Meeting in
respect of its interests in 40,259,396 ordinary shares, representing
approximately 54 per cent. of the total issued and outstanding share capital of
the Company). In addition, BPH has received intentions in principle to vote in
favour of the De-Listing Resolution from shareholders or depository interest
holders interested in 8,390,570 ordinary shares in aggregate. These represent
approximately 11 per cent., respectively of the total issued and outstanding
share capital of the Company. Furthermore, shareholders and depository interest
holders should note that BPH may acquire further ordinary shares in the market
prior to the General Meeting.
Implications of the De-Listing
In view of the level of BPH's stake in the Company's issued and outstanding
share capital and the level of support it has obtained for the De-Listing, the
Independent Directors consider that it is likely the De-Listing Resolution will
be approved. In this context, the Company has today notified the London Stock
Exchange of the proposed De-Listing, although in accordance with Rule 41 of the
AIM Rules, this notification is conditional upon the consent of not less than 75
per cent. of votes cast by shareholders at the General Meeting voting in favour
of the De-Listing Resolution.
The Company is convening the General Meeting for 5 June 2009 to seek the
requisite shareholder approval for the De-Listing. Should the De-Listing
Resolution be passed, it is expected that the De-Listing will become effective
from 07.00 (UK time) (08.00 (CET)) on 16 June 2009.
Shareholders and depository interest holders should be aware that if the
De-Listing Resolution is passed there will be no facility to buy or sell
ordinary shares in the Company on any exchange with effect from 16 June 2009.
At the request of BPH, the Independent Directors have agreed that if the
De-Listing proceeds, they will resign as directors of the Company with effect
from the date on which the De-Listing becomes effective. In such circumstances,
it is proposed that further changes to the Board will be made, details of which
will be set out in the Circular.
General Meeting
The General Meeting is being convened to allow shareholders to vote on the
proposed De-Listing and other associated resolutions and will be held at Olympic
Plaza, Frederik Roeskestraat 123, 1079 EE, Amsterdam, The Netherlands at 12.00
(CET) on 5 June 2009. Further details will be set out in the Circular which is
expected to be sent to shareholders and depository interest holders on 18 May
2009.
Enquiries:
+-----------------------------------------+-----------------------------------------+
| Burani Designer Holding N.V. | Tel:+39 02 7642 0111 |
+-----------------------------------------+-----------------------------------------+
| Carol Brumer, IR | |
+-----------------------------------------+-----------------------------------------+
| | |
+-----------------------------------------+-----------------------------------------+
| Shore Capital and Corporate Limited | Tel:+44 20 7408 4090 |
| (NOMAD) | |
+-----------------------------------------+-----------------------------------------+
| Dru Danford | |
+-----------------------------------------+-----------------------------------------+
| Stephane Auton | |
+-----------------------------------------+-----------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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