Company Announcement 13/2022
NOTICE TO CONVENE
an extraordinary
general
meeting of Nordic
Shipholding A/S
The Board of Directors hereby convenes an
extraordinary general meeting of Nordic Shipholding A/S (CVR no. 76
35 17 16) (the “Company”) to be held on
Friday
23 December
2022, at 10.00
(CET) Gorrissen
Federspiel, Axel
Towers, Axeltorv
2DK-1609 Copenhagen V
Agenda:
- Proposal for voluntary liquidation
of the Company
- Proposal for the election of
liquidator
Complete proposals
Item 1 –
Proposal for voluntary liquidation of the Company
and to amend the articles of
associationThe board of directors proposes to the general
meeting to resolve to liquidate the Company by voluntary solvent
liquidation, with the effect that the Company enters into
liquidation on 23 December 2022 in accordance with the rules on
liquidation in Chapter 14 of the Danish Companies Act.
Any proceeds arising from the liquidation shall be distributed
among the shareholders in accordance with their shareholdings in
the Company at the time of the liquidation. At present, the Company
does not expect that any proceeds will be available for
distribution to the Company’s shareholders.
The background for the proposal is, as stated in company
announcements no. 1 dated 6 January 2022 and no. 6 dated 1 April
2022, that the sale of the Group’s remaining vessels, Nordic Anne,
Nordic Amy and Nordic Agnetha, has been completed and that the
board of directors, as stated in company announcements no. 2 dated
21 January 2022 and no. 9 dated 25 May 2022, has been engaged in
discussions with the various stakeholders of the Company regarding
a responsible and sound wind-up of the Company.
The liquidation can be completed only after expiry of a
statutory three-months notice period during which the creditors of
the Company may submit any claims against the Company. After the
expiry of the notice period, an additional extraordinary general
meeting will be convened for the purpose of deciding upon the
completion of the liquidation of the Company. The liquidation is
expected to be completed in the second half of 2023, pending the
closure of the Company's Singapore subsidiaries.
Upon expiry of the statutory notice period and the convening of
the subsequent extraordinary general meeting deciding upon the
completion of the liquidation of the Company, the Company will file
a request for deletion of the Company's shares from trading and
listing at Nasdaq Copenhagen A/S.
If the proposal for voluntary liquidation is adopted, the
following amendments to the articles of association of the Company
will be made as a consequence:
- The name of the Company is amended to Nordic Shipholding A/S
under liquidation. Section 1.1 of the Articles of Association will
consequently have the following wording:
"The name of the Company is Nordic Shipholding A/S under
liquidation."
- The Company's signature rule is amended so that the Company is
bound by the signature of the liquidator. Section 12.1 of the
Articles of Association will consequently have the following
wording:
" The Company shall be bound by the signature of the
liquidator."
- Section 12.2 regarding the authority of the board of directors
to grant powers of procuration shall be deleted.
Item 2 –
Proposal for the election of the liquidator If the
proposal for voluntary liquidation is adopted, the board of
directors further proposes that attorney-at-law Louise Celia
Korpela, Gorrissen Federspiel Advokatpartnerselskab, Axeltorv 2,
1609 Copenhagen V, be appointed liquidator of the Company.
--o0o—
Adoption requirementsThe adoption of item 1
requires the approval of at least 2/3 of the votes cast as well as
of the part of the share capital represented at the general
meeting.
Item 2 may be adopted by a simple majority of votes.
Share capital and shareholders’ voting
rightsThe Company’s share capital amounts to nominally DKK
40,615,840.30 divided into 406,158,403 shares of nominally DKK 0.10
each. Each share of nominally DKK 0.10 carries one vote.
The record date is 16
December 2022.
Shareholders holding shares in the Company on the record date,
have the right to participate in and vote at the extraordinary
general meeting. The shares held by the shareholder are calculated
on the record date on the basis of entries in the share register
and notifications of ownership received by the Company for the
purpose of entering into the share register. Furthermore,
participation is conditional upon the shareholder obtaining an
admission card in time as described below.
Admission cardsShareholders wishing to
participate in the extraordinary general meeting must request an
admission card.
Admission cards may be obtained through Euronext Securities’
website, www.vp.dk/agm. Furthermore, admission cards may be
obtained by contacting Euronext Securities, by telephone +45 43 58
88 66, by email: cph-investor@euronext.com, or by written enquiry
to Euronext Securities, Nicolai Eigtveds Gade 8 , DK-1402
Copenhagen, by using the form available for download on Nordic
Shipholding A/S’ website, www.nordicshipholding.com.
Requests for admission cards must be submitted so they are
received by Euronext Securities no later than
19 December
2022.
ProxyShareholders unable to attend the
extraordinary general meeting may issue a proxy to the board of
directors or a third party. Proxies may be granted electronically
at Euronext Securities’ website, www.vp.dk/agm. Furthermore, a
proxy may be granted in writing by using the proxy form available
for download on Nordic Shipholding A/S’ website,
www.nordicshipholding.com. The signed form may be submitted to
Euronext Securities, at Nicolai Eigtveds Gade 8 , DK-1402
Copenhagen, or email: cph-investor@euronext.com.
Proxies must be submitted so they are received by Euronext
Securities no later than 19
December 2022.
Postal voting Shareholders unable to attend the
extraordinary general meeting may submit their votes by mail (i.e.
postal vote). Postal votes may be submitted electronically via
Euronext Securities’ website www.vp.dk/agm. Furthermore, a postal
vote may be submitted in writing by using the postal vote form
available for download on Nordic Shipholding A/S’ website,
www.nordicshipholding.com. The signed postal vote form may be
submitted to Euronext Securities, at Nicolai Eigtveds Gade 8,
DK-1402 Copenhagen, or email: cph-investor@euronext.com.
Postal votes must be submitted so they are received by Euronext
Securities no later than 22
December 2022, at 12:00
noon (CET).
Additional information Until and including the
day of the extraordinary general meeting, additional information
regarding the general meeting will be available on the Company’s
website, www.nordicshipholding.com, including the notice with
agenda and the complete proposals and a draft of the Company’s
amended articles of association, and information on the total
number of shares and voting rights on the date of the notice to
convene.
Questions from the shareholdersShareholders may
ask questions to the agenda or to documents, etc. to be used at the
extraordinary general meeting by email:
info@nordicshipholding.com.
Personal dataFor further information on how the
Company collects and processes personal data, reference is made to
the Company’s website www.nordicshipholding.com, where information
on the Company’s policy on treatment of, and information regarding
the protection of personal data is available.
RefreshmentsNo refreshments will be served at
the general meeting.
Copenhagen, 1 December 2022
The board of directors
Nordic Shipholding A/s (LSE:0GTA)
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