TIDMECPC
RNS Number : 6174W
European Convergence Property CoPLC
23 November 2010
23 November 2010
EuroPean convergence PROPERTY company plc
("ECPC" OR "THE COMPANY")
NOTICE OF EGM
The Board of European Convergence Property Company plc announces
that it has today posted a circular to shareholders outlining
proposals relating to the cancellation of the Company's admission
to trading on AIM and convening an Extraordinary General Meeting
("EGM") relating to the same. The EGM will be held at Millennium
House, 46 Athol Street, Douglas, Isle of Man IM1 1JB, British Isles
on Friday 22nd December at 10.00am.
The circular will be made available on the Company's website
www.europeanconvergence.com.
Enquiries
Charlemagne Capital 020 7518 2100
Varda Lotan / Christopher Fitzwilliam marketing@charlemagnecapital.com
Lay www.charlemagnecapital.com
Panmure Gordon
Hugh Morgan / Stuart Gledhill 020 7459 3600
Smithfield Consultants
John Kiely / Gemma Froggatt 020 7360 4900
www.nayabharat.org
Disclaimer
This document does not constitute an offer to sell or
solicitation of an offer to buy shares in the Company and
subscriptions for shares in the Company may only be made on the
terms and subject to the conditions (and risk factors) contained in
the prospectus of the Company. Potential investors should carefully
read the prospectus issued by the Company which contains
significant additional information needed to evaluate an investment
in the Company. This document has not been approved by a competent
supervisory authority and no supervisory authority has consented to
the issue of this document. The information in this document is
confidential and it should not be distributed or passed on,
directly or indirectly, by the recipient to any other person
without the prior written consent of Charlemagne Capital (UK)
Limited. This document and shares in the Company shall not be
distributed, offered or sold in any jurisdiction in which such
distribution, offer or sale would be unlawful and until the
requirements of such jurisdiction have been satisfied. This
document is not intended for public use or distribution. The
purchase of shares in the Company constitutes a high risk
investment and investors may lose a substantial portion or even all
of the money they invest in the Company. An investment in the
Company is, therefore, suitable only for financially sophisticated
investors who are capable of evaluating the risks and merits of
such investment and who have sufficient resources to bear any loss
that might result from such investment. If you are in any doubt
about the contents of this document you should consult an
independent financial adviser. Investors in the Company should note
that: past performance should not be seen as an indication of
future performance; investments denominated in foreign currencies
result in the risk of loss from currency movements as well as
movements in the value, price or income derived from the
investments themselves; and there are additional risks associated
with investments (made directly or through investment vehicles
which invest) in emerging or developing markets. Charlemagne
Capital (UK) Limited does not guarantee the accuracy, adequacy or
completeness of any information contained herein and is not
responsible for any omissions or for the results obtained from such
information. The information is indicative only and is for
background purposes and is subject to material updating, revision,
amendment and verification. All quoted returns are illustrative. No
representation or warranty, express or implied, is made as to the
matters stated in this document and no liability whatsoever is
accepted by Charlemagne Capital (UK) Limited or any other person in
relation thereto.
Introduction
The Company divested and returned the majority of its assets to
its shareholders early in 2008, and since then it has been looking
to return value from its one remaining asset Mall Veliko Turnovo.
Unfortunately that year also saw Global markets move dramatically
downwards and while markets have recovered to some extent, the
continuing economic crisis has caused a significant delay in the
realisation of the value within Mall Veliko Turnovo.
The economic conditions within Bulgaria itself remain unstable
and the Mall has been facing increasingly difficult trading
conditions. Market rents are coming under considerable pressure and
although the Manager is working hard to improve secondary income,
the net cashflow is currently negative and is expected to remain so
until next year.
The current market cap of the Company assuming a mid price of
EUR0.02 is EUR1.25m.
The Manager has been working hard to reduce overall running
costs within the Company and has already re-negotiated key
contracts with its suppliers, and is looking to further reduce
ongoing running costs where possible.
In view of the fact that the Company has only one remaining
asset and, in the face of reducing cashflow, the Manager has
recommended to the Board that maintaining the Company's admission
to trading on AIM is an unnecessary expense. The Board has accepted
this recommendation.
The purpose of the circular is to place before Shareholders the
proposal for the cancellation of the admission to trading on AIM of
Ordinary Shares. If this proposal is not accepted by Shareholders,
the Company will continue to trade on AIM.
The Proposal requires the approval of Shareholders. The purpose
of the circular is to convene the necessary EGM which will be held
at the registered office of the Company at Millennium House, 46
Athol Street, Douglas, Isle of Man, IM1 1JB on 22 December 2010 at
10am.
Cancellation of Admission to Trading on AIM
The Directors consider that it is not in the interests of
Shareholders that the Company continues to incur the costs
associated with maintaining the admission of Ordinary Shares to
trading on AIM. Annual costs are currently GBP42,000 which equates
to approximately 18% of the Company's administrative expenses.
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by
Shareholders in a general meeting. Accordingly, the Proposal
includes a special resolution to approve the application to the
London Stock Exchange for Cancellation. If this resolution is
approved with the requisite majority it is expected that
cancellation of dealings will take effect at 7am on 04 January
2010.
Extraordinary General Meeting and Resolution
The Extraordinary General Meeting has been convened for the
purpose of seeking Shareholder approval for the Proposal.
Shareholders will find at the end of the circular a Notice
convening the EGM and a Form of Proxy for use at the EGM. The EGM
is convened for 10am on 22 December 2010 and will be held at
Millennium House, 46 Athol Street, Douglas, Isle of Man, IM1
1JB.
At the EGM, the following resolution will be proposed:
-- A special resolution to cancel the admission of the Company's
Ordinary Shares to trading on AIM in accordance with the AIM
Rules.
Action to be Taken
A Form of Proxy is attached to the circular for use at the EGM.
Whether or not you intend to be present at the EGM in person, you
are requested to complete the attached Form of Proxy and return for
the attention of Suzanne Jones, c/o Galileo Fund Services Limited,
Millennium House, 46 Athol Street, Douglas, Isle of Man, IM1 1JB
(Fax No: +44 (0)1624 692601) by no later than 10am on 20 December
2010.
The completion and return of a Form of Proxy will not preclude
you from attending the EGM and voting in person if you so wish.
Recommendation
Your Board considers that the proposal described herein is in
the best interests of the shareholders as a whole and accordingly,
unanimously recommends that Shareholders vote in favour of the
Resolution.
Yours faithfully,
Anderson Whamond
Chairman
for and on behalf of
European Convergence Property Company plc
Part 2
Definitions
The following definitions apply throughout the circular unless
the context otherwise requires:
"AIM" a market of the London Stock Exchange
"AIM Rules" the AIM Rules for Companies as published from time
to time by the London Stock Exchange
"Board" or "Directors" the directors of the Company
"Cancellation" cancellation of the admission of the Company's
Ordinary Shares to trading on AIM
"Company" European Convergence Property Company plc
"EGM" or "Extraordinary the extraordinary general meeting of the
General Meeting" Company to be held on 22 December 2010 at
10am (or any adjournment thereof), notice
of which is set out at the end of the circular
"Form of Proxy" the form of proxy for use by Shareholders in
connection with the EGM
"London Stock Exchange" London Stock Exchange plc
"Manager" Charlemagne Capital (IOM) Limited
"Notice" the notice convening the EGM which is set out at the
end of the circular
"Ordinary Shares" ordinary shares of EUREUR1.00 each in the
capital of the Company
"Proposals" the proposal for Cancellation
"Resolution" the resolution to be proposed at the EGM
"Shareholders" holders of Ordinary Shares
This information is provided by RNS
The company news service from the London Stock Exchange
END
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