TIDMIERE
RNS Number : 2570I
Invista European Real Estate Trust
07 December 2015
7 December 2015
INVISTA EUROPEAN REAL ESTATE TRUST SICAF
(the "Company")
Notice of the Adjourned Extraordinary General Meeting
Voluntary Liquidation of the Company
The Extraordinary General Meeting of the Company convened for 26
November 2015 was adjourned for four weeks by decision of the board
of directors of the Company (the "Board") in accordance with the
provisions of article 67 (5) of the Luxembourg law of 10 August
1915 on commercial companies, as amended, as a result of certain
convening notice and other requirements not having been complied
with. The Board today announces the publication of its Circular
regarding the voluntary liquidation of the Company and the notice
of the Adjourned Extraordinary General Meeting to be held on 28
December 2015 at 1.30 p.m. CET at the offices of Citco REIF
Services (Luxembourg) S.A. at Carré Bonn, 20, Rue de la Poste,
L-2346 Luxembourg. All defined terms within this announcement are
used with the definition applied within the Circular.
Dear Shareholder,
1. INTRODUCTION AND BACKGROUND
The Company announced on 14 September 2015 that, following the
expiry of the standstill agreement in relation to certain ongoing
events of default with regard to the mezzanine loan facility
provided by Islay Investment S.à r.l., an affiliate of Blackstone
Real Estate Debt Strategies, ("Islay" or the "Mezzanine Lender") to
Invista European Real Estate Holdings S.à r.l. ("IEREH"), Islay had
called for repayment of the mezzanine loans by IEREH.
IEREH was not able to repay the loans and Islay called on the
guarantee of the loans by the Company. The Company, in turn, was
not able to pay the amounts guaranteed.
In accordance with its rights under the mezzanine loan facility
documentation (including the related guarantee and security
documentation), on 14 September 2015 Islay enforced its security by
way of a sale of the Company's entire interests in IEREH, Invista
European Real Estate Finance S.à r.l. and Invista European RE
Pocking PropCo S.à r.l. (the "Subsidiaries") and any other
interests (including intra-group loans) to Artillery Investments
S.à r.l., TTNYR Limited, TTNYR Artillery LLP and DPK Artillery LLP
(together, the "Purchasers") (the "Enforcement"). The Enforcement
involved the transfer of the shares and all debt interests held by
the Company in each Subsidiary to the Purchasers.
The Enforcement was conducted in such a way that, although the
Company has been released from any further liability under its
guarantee and remains solvent, the Board expects that there will be
no value for distribution to either the Ordinary or Preference
Shareholders. The Company therefore stated in its announcement of
14 September 2015 that it intended, in due course, to publish a
shareholder circular convening an extraordinary general meeting at
which Shareholder approval would be sought for the delisting and
voluntary liquidation of the Company.
Furthermore, following the Enforcement, the Company has
continued to meet its ongoing operating costs. On 30 September
2015, the net asset value of the Company was estimated to be less
than EUR833,333. The Company's Articles and applicable law provide
that if the total net assets of the Company falls below two-thirds
of the Company's prescribed minimum capital (being EUR1.25
million), then the Board must submit the question of the Company's
dissolution to a general meeting of the Shareholders for which no
quorum is prescribed and which shall pass resolutions by simple
majority of the Shares represented at the meeting.
Accordingly, following the adjournment of the Extraordinary
General Meeting on 26 November 2015 as a result of certain
convening and other requirements not having been complied with, by
the Notice of the Adjourned Extraordinary General Meeting set out
at the end of this Circular, the Board is giving notice of the
adjourned general meeting of the Company at which the question of
the Company's dissolution will be put to the Ordinary and
Preference Shareholders.
In light of the Company's financial circumstances, the Board
believes that it is in the best interests of the Company and the
Shareholders for the Company to be placed into voluntary
liquidation and for the Company's Shares to be delisted from the
Official List and their admission to trading on the Main Market to
be cancelled. I am therefore writing to you to outline the Board's
Proposals, which require the approval of the Shareholders, and
further details of which are set out in section 2 below.
This Circular sets out details of, and seeks your approval for,
the Proposals and explains why your Board is recommending that you
vote in favour of the Resolutions.
2. PROPOSALS
The purpose of this Circular is to give notice to Ordinary
Shareholders and Preference Shareholders of the Adjourned
Extraordinary General Meeting of the Company to be held at 20 rue
de la Poste, L-2346 Luxembourg, at 1.30 p.m. on 28 December 2015,
to seek approval from the Shareholders of the Proposals, in
accordance with applicable law.
The Board proposes to:
(i) put the Company into liquidation and dissolve it; and
(ii) appoint Fund Solutions SCA, a partnership limited by shares
(société en commandite par actions), incorporated and existing
under the laws of Luxembourg, having its registered office at 1
Cote d'Eich, L-1450 Luxembourg, registered with the Registre de
Commerce et des Sociétés in Luxembourg under number B 154626 and
represented for the purposes of the liquidation of the Company by
Mr Christophe Cahuzac, residing professionally in Luxembourg and Mr
Marek Domagala, residing professionally in Luxembourg, as
liquidator to the Company (the "Liquidator") and grant to the
Liquidator the broadest powers to manage the Company for the
purposes of its liquidation, including those powers contained in
articles 144 et sequentia of the Law of 10th August 1915 on
commercial companies (as amended),
(together, the "Proposals").
The Proposals set out in this Circular are subject to the
approval of Shareholders. Notice of the Adjourned Extraordinary
General Meeting at which the resolutions to approve the Proposals
(the "Resolutions") will be considered, is set out at the end of
this Circular. The Resolutions will, if approved, result in the
voluntary liquidation of the Company pursuant to which the
Shareholders will realise their Shareholdings in the Company in an
orderly and efficient way.
As set out in further detail in section 3 below, only surplus
funds (if any) remaining after the Liquidator has settled all
liabilities, costs and expenses (including the costs of the
Company's liquidation) will be available for distribution to the
Shareholders at the conclusion of the liquidation. It should be
noted, however, that, as stated in section 1 above, following the
Enforcement the Board expects that no value remains in the Company
for distribution to the Shareholders and any such surplus is
therefore expected to be minimal.
In the event that the Resolutions are not passed at the
Adjourned Extraordinary General Meeting, the Board will consider
and put forward alternative proposals for the future of the
Company. However, it is anticipated that if the Company continues
to subsist then its ongoing operating costs will result in the
Company becoming insolvent in the near future. The Company would
then be highly likely to face mandatory liquidation proceedings,
further reducing the prospect of any recovery for the
Shareholders.
3. APPOINTMENT OF LIQUIDATOR AND LIQUIDATION
Subject to Shareholder approval of the Resolutions, the
Liquidator will be appointed as liquidator to the Company and their
remuneration shall be determined by the Company. The appointment of
the Liquidator will take effect immediately upon the passing of the
Resolutions. Upon the appointment of the Liquidator, all powers of
the Board will cease and the Liquidator will be responsible for the
affairs of the Company until it is wound up. The Liquidator will
wind up the Company in accordance with Luxembourg law, discharge
the liabilities of the Company and, following satisfaction of all
the creditors of the Company, will divide the surplus assets (if
any) of the Company among the Shareholders according to their
respective rights and interests in the Company.
After the liquidation of the Company and the distribution of
surplus assets (if any) to Shareholders, existing certificates in
respect of the Shares will cease to be of value and any existing
credit of the Shares in any stock account in CREST will be
redundant.
The Liquidator will establish a reserve of such amount as they
consider appropriate to meet the Company's liabilities and
estimated costs and expenses whilst in liquidation (the
"Retention"). The Liquidator estimates that the Retention will
amount to approximately EUR250,000. Any surplus funds remaining
from the Retention after the Liquidator has settled all
liabilities, costs and expenses, will be distributed to
Shareholders at the conclusion of the liquidation. Payment will be
made by cheque.
4. COSTS OF THE PROPOSALS
It is anticipated that the expenses incurred in relation to the
Proposals (including professional advice and the Liquidator's fees)
will amount to approximately EUR100,000, which excludes the fees
and expenses of service providers in the ordinary course of
business up to the date of the Liquidator's appointment in
accordance with the terms of their engagement.
5. CANCELLATION OF LISTINGS AND THE ADMISSION OF THE SHARES TO TRADING ON THE MAIN MARKET
Subject to the passing of the Resolutions, the Board has made an
application to the London Stock Exchange to cancel the admission of
the Shares to trading on the Main Market and application to the
UKLA to cancel the listing of the Shares on the Official List, with
effect from 30 December 2015.
6. ADJOURNED EXTRAORDINARY GENERAL MEETING
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