BRDH Burani

 

TIDMBRDH 
 
RNS Number : 9884S 
Burani Designer Holding N.V. 
28 May 2009 
 

BURANI DESIGNER HOLDING N.V. ("BDH" or the "Company") 
POSSIBLE RESTRICTION ON MAJORITY SHAREHOLDER'S VOTING RIGHTS 
On 15 May 2009, the Company announced that it had received a formal notice in 
writing from the Company's majority shareholder, Burani Private Holding S.p.A. 
("BPH") (which has an interest in approximately 53 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 convene 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 has accordingly convened a 
General Meeting for these purposes for 5 June 2009 and sent a circular to 
shareholders (the "Circular") on 18 May 2009 containing notice of the General 
Meeting and further background information on the De-Listing. The Company has 
now received notice to the effect that part of BPH's shareholding in the 
Company's issued and outstanding share capital (representing 30 per cent. of the 
Company's issued and outstanding share capital) could not be eligible to vote at 
the General Meeting pursuant to a deed of pledge with Centrobanca S.p.A. 
Irrevocable undertakings to vote by BPH and restrictions under the Deed of 
Pledge 
The announcement of 15 May 2009 and the Circular contain references to BPH's 
undertaking 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 25,496,471 depository interests and 14,629,250 registered 
shares in the capital of the Company, representing in aggregate approximately 53 
per cent. of the total issued and outstanding share capital of the Company. In 
addition, the announcement of 15 May 2009 and the Circular contain references to 
BPH having 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. of the total issued and outstanding share capital of the Company. To the 
extent these shareholders vote in favour of the De-Listing Resolution and BPH 
were able to vote its entire holding in the Company in favour of the De-Listing 
Resolution, approximately 64 per cent. of the Company's total issued and 
outstanding share capital would be voting in favour of the De-Listing. 
On 22 May 2009, the Company received a letter from Centrobanca S.p.A. 
("Centrobanca") indicating that the promotion and procurement of the convening 
of the General Meeting of the Company by BPH for the purposes of putting the 
De-Listing Resolution to shareholders had, in it's view, resulted in a default 
under a deed of pledge (the "Deed of Pledge") in favour of Centrobanca and 
entered into by BPH in connection with a credit facilities agreement entered 
into on 7 August 2008, by and between Centrobanca and Mariella Burani Family 
Holding S.p.A., a subsidiary of the Company. Pursuant to the Deed of Pledge, BPH 
has pledged a number of depository interests representing 30 per cent. of the 
issued and outstanding share capital of BDH in favour of Centrobanca to secure 
the obligations of Mariella Burani Family Holding S.p.A. under the credit 
facilities agreement. According to article 10 of the Deed of Pledge, BPH has 
undertaken to use its best efforts to procure that BDH maintains the admission 
to trading of the Company on AIM. On 25 May 2009, Shore Capital and Corporate 
Limited (the "Nomad") and the Independent Directors of the Company were made 
aware of the letter. On 27 May 2009, Centrobanca sent a further letter to the 
Company stating that it would seek to exercise the voting rights over 19,657,000 
ordinary shares subject to the Deed of Pledge (equal to approximately 26 per 
cent. of the issued and outstanding share capital of the Company) at the General 
Meeting and in any subsequent meeting called to deliberate on any of the subject 
matters on the agenda of the General Meeting. Centrobanca also stated that it 
reserved the right to vote in the manner it shall consider most appropriate as 
of the date of the General Meeting. On 28 May 2009, the Nomad and the 
Independent Directors were made aware that Centrobanca considered that it would 
be entitled to exercise the voting rights relating to instruments representing 
the shares of the Company which according to the Deed of Pledge are pledged in 
favour of Centrobanca. Centrobanca has now notified the Company that it must not 
take any action which may allow BPH to exercise voting rights on the pledged 
securities, including at the General Meeting convened for 5 June 2009 to 
consider the De-Listing Resolution. 
On 28 May 2009, the Company received a letter from BPH to Centrobanca in which 
BPH indicated that it strongly rejected the claims made by Centrobanca and 
inviting Centrobanca to reconsider its position and (i) withdraw all claims made 
in its letters, and (ii) confirm in writing that the voting rights relating to 
the pledged shares are still vested in BPH. 
The Company continues to seek clarification from BPH on the matter. In the 
meantime, shareholders should be aware that to the extent the matter is not 
resolved in sufficient time prior to the General Meeting, BPH may not be able to 
vote it's interests in respect of 22,681,145 depository interests representing 
22,681,145 ordinary shares, or 30 per cent. of the Company's issued and 
outstanding share capital. Accordingly, in this case, BPH will only be able to 
vote in respect of its remaining 23 per cent. interest in the Company's issued 
and outstanding share capital and not in respect of its full 53 per cent. 
holding. Pending clarification from BPH and advice from counsel, the Company's 
board is considering whether it will be able to count the interest of BPH in the 
Company that is subject to the Deed of Pledge in determining the quorum or votes 
cast at the General Meeting (although it will be able to consider the remaining 
23 per cent. of BPH's interest in the Company's issued and outstanding share 
capital not subject to the Deed of Pledge for quorum and voting purposes). 
Implications of the De-Listing 
In view of the potentially reduced level of BPH's stake in the Company's issued 
and outstanding share capital that is able to vote at the General Meeting as a 
result of Centrobanca's claim, shareholders should note that whether or not the 
De-Listing Resolution will be approved will depend on the level of support it 
obtains from the other shareholders who vote in connection with the De-Listing 
Resolution and on whether or not Centrobanca is deemed able to vote in respect 
of the 19,657,000 ordinary shares referred to above and how it decides to vote 
in respect of such ordinary shares. In accordance with Rule 41 of the AIM Rules, 
the De-Listing 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. 
Shareholders are reminded that the Company has convened 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. 
Enquiries: 
+---------------------------------------------+---------------------------------+ 
| Burani Designer Holding N.V.                | Tel: +39 02 7642 0111           | 
+---------------------------------------------+---------------------------------+ 
| Carol Brumer, IR                            |                                 | 
+---------------------------------------------+---------------------------------+ 
|                                             |                                 | 
+---------------------------------------------+---------------------------------+ 
| Shore Capital and Corporate Limited (NOMAD) | Tel: +44 20 7408 409            | 
+---------------------------------------------+---------------------------------+ 
| Dru Danford                                 |                                 | 
+---------------------------------------------+---------------------------------+ 
| Stephane Auton                              |                                 | 
+---------------------------------------------+---------------------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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