Requisition for an Extraordinary General Meeting
14 Mai 2010 - 8:00AM
UK Regulatory
TIDMDPE
RNS Number : 9035L
DP Property Europe Limited
14 May 2010
?
14 May 2010
Requisition for an Extraordinary General Meeting
DP Property Europe Limited
The Board of DP Property Europe Limited ("DPPE" or the "Company") hereby
announces that on 12 May 2010 it received a requisition requiring the Board to
convene an Extraordinary General Meeting of the Company ("EGM") from Dinu
Patriciu Global Properties Limited ("DPGP") through its registered
shareholder. The Board notes that the requisition has not been submitted by the
correct registered shareholder holding shares on behalf of DPGP; however, the
Board recognises the clear intention of DPGP and proposes to exercise its power
to convene an EGM for the purposes set out in the requisition.
The requisition is set out in full in the appendix to this announcement. The
requisition was made on behalf of a registered shareholder of the Company
holding 153,907,495 ordinary shares of no par value in the Company ("Shares"),
representing 73.55 per. cent. of the issued share capital of the Company.
The requisition from DPGP requires, in summary, the following resolutions to be
considered at the EGM:
· that Paul Smith and Anthony Foster shall each be appointed as a director of
the Company with immediate effect;
· that David Charles Pinckney, Nicholas David Moss, Christopher Wade Sherwell
and David Norman Allison shall each cease to be a director of the Company with
immediate effect;
· that the Company cancel the listing of its Shares on the Official List of
the UK Listing Authority and the trading of its Shares on the main market of the
London Stock Exchange plc; and
· that the Company apply to the Channel Island Stock Exchange ("CISX") for
the cancellation of the listing of its Shares on the CISX.
The requisition contains a statement announcing a possible offer by DPGP for the
Shares of the minority shareholders. Accordingly, the Company is now in an offer
period for the purposes of the City Code on Takeovers and Mergers.
Following the receipt of an indicative proposal on 24 March 2010, the directors
of the Company, with the exception of Obie Moore (a director of DPGP) (the
"Independent Directors"), entered into discussions with DPGP and its advisers
regarding a potential offer for the outstanding Shares not already held by DPGP.
The indicative proposal being presented to and seeking the support of the
Independent Directors was a delisting with a potential offer of 7.25p per Share
in cash, with the transaction to be effected by an Amalgamation under Guernsey
Law. During these discussions it was communicated to the Independent Directors
that if they would not be willing to recommend this indicative proposal, DPGP
intended to exercise its rights to requisition an EGM in order to remove the
Independent Directors from the Board. Following careful consideration, the
Independent Directors concluded that they were not able to make such a
recommendation.
The reference above to the price of 7.25p is consequently not being made with
the agreement of DPGP. It is emphasised that there can be no certainty that an
offer will be made by DPGP or what the terms of such an offer will be, including
whether it will be made at this price.
The Independent Directors, alongside their advisers, are reviewing the details
of the requisition and the resolutions and will make a further announcement in
due course and advise shareholders to take no action at this time.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, DPPE
confirms that it currently has in issue 209,245,575 Shares. The International
Securities Identification Number for the Shares is GB00B124YN79.
For further information, please contact:
+-----------------------------------+-------------------------+
| DP Property Europe Limited | 01481 745604 |
+-----------------------------------+-------------------------+
| David Pinckney | |
| | |
+-----------------------------------+-------------------------+
| | |
+-----------------------------------+-------------------------+
| | |
+-----------------------------------+-------------------------+
| Joint Financial Adviser | 020 7647 8529 |
| Spencer House Partners LLP | |
| Jeremy Sillem | |
| Andrew Malcolm | |
| | |
+-----------------------------------+-------------------------+
| | |
+-----------------------------------+-------------------------+
| Joint Financial Adviser and | 020 7710 7600 |
| Broker | |
| Oriel Securities Limited | |
| Tom Durie | |
| Neil Langford | |
+-----------------------------------+-------------------------+
| | |
+-----------------------------------+-------------------------+
Oriel Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for DPPE and no-one else
in connection with the matters referred to herein and will not be responsible to
anyone other than DPPE for providing the protections afforded to clients of
Oriel Securities Limited or for giving advice in relation to such matters.
Spencer House Partners LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for DPPE and no-one else
in connection with the matters referred to herein and will not be responsible to
anyone other than DPPE for providing the protections afforded to clients of
Spencer House Partners LLP or for giving advice in relation to such matters.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of each
of (i) the offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Appendix
DP PROPERTY EUROPE LIMITED
(the "Company")
Members' Requisition for Extraordinary General Meeting of the Company
To: The Board of Directors
DP Property Europe Limited
PO Box 255
Trafalgar Court
St Peter
Port
Guernsey
GY1 3QL
12 May 2010
Dear Sirs,
Pursuant to section 203 of The Companies (Guernsey) Law, 2008 (as amended), we,
the undersigned, being members of the Company who, together, hold more than 10
per cent. of such of the capital of the Company as carries the right of voting
at general meetings of the Company (excluding any capital held as treasury
shares), hereby require the board of directors of the Company:
(a) to convene an extraordinary general meeting ("EGM") of the members of
the Company (within twenty-one days after receipt or deemed receipt of this
requisition) for the purpose of considering and, if thought fit, passing the
following resolutions, of which resolutions 1 to 7 shall be proposed as ordinary
resolutions and resolution 8 shall be proposed as a special resolution:
ORDINARY RESOLUTIONS
1. THAT, in accordance with article 24.4 of the Company's articles of
incorporation, having consented to act, Paul Smith shall be appointed as a
director of the Company with immediate effect.
2. THAT, in accordance with article 24.4 of the Company's articles of
incorporation, having consented to act, Anthony Foster shall be appointed as a
director of the Company with immediate effect.
3. THAT, in accordance with article 30.1.7 of the Company's articles
of incorporation, David Charles Pinckney shall cease to be a director of the
Company with immediate effect.
4. THAT, in accordance with article 30.1.7 of the Company's articles
of incorporation, Nicholas David Moss shall cease to be a director of the
Company with immediate effect.
5. THAT, in accordance with article 30.1.7 of the Company's articles
of incorporation, Christopher Wade Sherwell shall cease to be a director of the
Company with immediate effect.
6. THAT, in accordance with article 30.1.7 of the Company's articles
of incorporation, David Norman Allison shall cease to be a director of the
Company with immediate effect.
7. THAT any person appointed by the board of directors of the Company
as an additional or replacement director of the Company on and from 30 April
2010 until the start of the EGM be removed as a director of the Company with
immediate effect.
SPECIAL RESOLUTION
8. THAT:
8.1 the Company cancel the listing of its issued ordinary share capital
of no par value in the Company (the "Shares") on the Official List of the UK
Listing Authority (the "UKLA") and the trading of its Shares on the main market
of the London Stock Exchange plc (the "UKLA Cancellation"); and
8.2 the Company apply to the Channel Islands Stock Exchange (the "CISX")
for the cancellation of the listing of all its Shares on the CISX, to be
effected contemporaneously with the UKLA Cancellation (the "CISX Cancellation"),
and that any director or the secretary of the Company be authorised and
instructed to effect the UKLA Cancellation and the CISX Cancellation in
compliance with the Listing Rules of the UKLA and the Rules of the CISX to take
effect not later than 21 business days after the date on which this resolution
is passed.
(b) to circulate to the members of the Company who are entitled to
receive notice of the EGM, prior to the EGM, a circular in compliance with Rules
LR5.2.5R, LR13.3.1R and LR13.8.8R of the Listing Rules of the UK Listing
Authority (the "Listing Rules") and otherwise in compliance with all applicable
requirements of the Listing Rules.
Yours faithfully,
+-----------------------------------------+-----------------------------------------+------------------+
| Signature, name and address of member | Number of Shares |
| | held by the |
| | member |
+-----------------------------------------------------------------------------------+------------------+
| | | 153,907,495 |
| | | |
| | | |
| ....................................... | ....................................... | |
| Stuart Guest | Thomas Reeg | |
| Executive Director | Executive Director | |
| | | |
+-----------------------------------------+-----------------------------------------+------------------+
| For and on behalf of | |
| Bank Morgan Stanley AG | |
| Bahnhof Strasse 92 | |
| CH 8021 Zurich | |
| (Reference account 051-59768) | |
+-----------------------------------------------------------------------------------+------------------+
| | | |
+-----------------------------------------+-----------------------------------------+------------------+
Schedule
Statement regarding the resolutions to be proposed at an extraordinary general
meeting (the "EGM") of DP Property Europe Limited (the "Company") to be convened
pursuant to a letter of requisition.
This statement has been issued on behalf of a Shareholder, holding approximately
73.55 per cent. of the issued ordinary shares of no par value each ("Shares"),
who has requisitioned the EGM.
Background
The Company (known at the time as Rutley European Property Limited) was floated
in November 2006 at a price of 100p per Share.
In July 2009, Dinu Patriciu Global Properties Limited ("DPGP") (known at the
time as Black Sea Global Properties Limited) acquired 73.55% of the Company via
a recommended public offer at 7.25p per Share. The offer document summarised
DPGP's intentions following a successful offer. These intentions included
retaining the Company's listing, restructuring the Company's debt and enlarging
the Company's portfolio through strategic acquisitions. DPGP's commitment to
retaining the listing was illustrated following the takeover by DPGP selling
down from 75.56% to 73.55% in order to meet the free float requirements provided
by the Listing Rules.
DPGP's Objectives
It has become clear to DPGP that its objectives of restructuring the Company's
debts and enlarging the Company's portfolio through strategic acquisitions
cannot be achieved satisfactorily while the Company remains listed.
DPGP therefore intends to seek a de-listing of the Company and replace its
independent directors at the EGM.
In order to offer liquidity to the minority Shareholders, following the EGM,
given the impending de-listing DPGP is currently considering launching an offer
to be implemented either by way of an amalgamation under Guernsey law or by way
of a contractual offer under The City Code on Takeovers and Mergers (the
"City Code") or otherwise. DPGP would like to emphasise that there can be no
certainty that an offer for the Company will be forthcoming. A further
announcement will be made in due course if appropriate. This statement does not
constitute an announcement of a firm intention to make an offer under Rule 2.5
of the City Code.
A Guernsey law amalgamation is a process implemented pursuant to a Shareholder
vote which, to proceed, requires (amongst other things) a resolution approved by
75% of those Shareholders who vote. DPGP would be entitled to vote its Shares
in relation to any amalgamation proposal. Should the amalgamation be approved,
all of the Shareholders would be bound by the amalgamation and would receive the
offer price per Share in cash. The amalgamation would result in 100% of the
Company being owned by the offeror.
Reasons to Vote in Favour
DPGP believes that Shareholders in the Company should vote in favour of the
proposed resolutions for the following reasons:
· as a public company, the Company cannot be effectively restructured and
recapitalised to unlock value for Shareholders as a whole; and
· subject to the resolutions being passed at the EGM, DPGP anticipates
that should any offer be made, it would be at a premium to yesterday's closing
Share price.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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