Notice of General Meeting & Proposed De-listing
March 30 2009 - 2:00AM
UK Regulatory
TIDMIRE
RNS Number : 6642P
International Real Estate Plc
30 March 2009
International Real Estate Plc / Epic: IRE / Index: AIM / Sector: Property
30 March 2009
International Real Estate Plc ('IRE' or 'the Company')
Notice of General Meeting &
Proposed Cancellation of Shares trading on AIM
International Real Estate Plc, the AIM traded European property investment and
development company, announces that a General Meeting of the Company will be
held at 12 p.m. on 23 April 2009 at the offices of Trowers & Hamlins LLP,
Sceptre Court, 40 Tower Hill, London EC3N 4DX. The General Meeting will be held
for the purposes of considering, and, if thought fit, passing a special
resolution to approve the cancellation of the ordinary shares of 40p each in the
capital of the Company to trading on the AIM market of the London Stock Exchange
plc.
A circular detailing the proposed special resolution was posted to shareholders
on Friday 27 March 2009 and is also available on the Company's website at
www.IREplc.com.
FURTHER INFORMATION
Timetable of Events
+-------------------------------------------------------+--------------------+
| Despatch of announcement and circular | 27th March 2009 |
+-------------------------------------------------------+--------------------+
| Latest time and date for receipt of Forms of Proxy | 12 p.m. on 21st |
| for the General Meeting | April 2009 |
+-------------------------------------------------------+--------------------+
| General Meeting | 12 p.m. on 23rd |
| | April 2009 |
+-------------------------------------------------------+--------------------+
| Expected time and date of cancellation of Ordinary | 7a.m. 29th April |
| Shares from admission to trading on AIM | 2009 |
+-------------------------------------------------------+--------------------+
| Expected date for dispatch of share certificates to | 12th May 2009 |
| those Shareholders who hold Ordinary Shares in CREST | |
+-------------------------------------------------------+--------------------+
1. INTRODUCTION
The Company has today announced the proposed cancellation of the admission of
the Ordinary Shares to trading on AIM.
The purpose of this announcement is to provide you with information on the
De-listing and to explain why your Board considers De-listing to be in the best
interests of the Company and its Shareholders as a whole and recommends that
Shareholders vote in favour of the Resolution at the General Meeting which, if
passed, will effect the De-listing.
The notice of the General Meeting is set out at the end of the circular which
has been posted to shareholders and can also be found on the Company's website.
2. BACKGROUND AND REASONS FOR THE PROPOSED DE-LISTING
The Directors believe that the on-going costs of maintaining the Company's
AIM-traded status are disproportionate to any potential benefits to the Company.
The significant costs associated with complying with the AIM Rules would be
better spent in the development of the business. Due to current market
conditions, the ability to raise funds for the Company is not significantly
enhanced by the Company's shares being traded on AIM and the Directors have
concluded that the current investment climate is such that it is more
straightforward for unlisted companies to raise finance than "small" public
companies. Accordingly, in current difficult economic conditions, the Directors
believe that it is right to minimise overheads and that any potential funding
for the future development of the Company should more easily be secured by IRE
becoming an unlisted company.
3. DE-LISTING
The De-listing is conditional upon the consent of not less than 75 per cent. of
votes cast by the Shareholders at the General Meeting. The General Meeting will
be held on 23rd April 2009 and, subject to the passing of the Resolution, the
Directors expect that the Company's trading facility on AIM will be cancelled
with effect from close of dealings on 28 April 2009.
Effective on De-listing, Sir Eric Parker and Michael Berges will step down as
Non-Executive Directors and the Board would like to take this opportunity to
thank them for all of their valuable assistance.
The principal effects of the De-listing would be:
(i) There would no longer be a formal market mechanism enabling the
Shareholders to trade their shares through AIM and the CREST facility would be
cancelled;
(ii) The Company would not be bound to announce material events, nor to
announce interim or final results; and
(iii) The Company would no longer be required or recommended to comply with
any of the corporate governance requirements for quoted companies.
The Board will:
(i) Continue to post certain information relating to the Company on the
Company's website;
(ii) Continue to hold general meetings in accordance with the applicable
statutory requirements and the Company's Articles of Association; and
(iii) Continue to send Shareholders copies of the Company's audited accounts,
report of the Directors and the report of the auditors contained therein.
4. EFFECTING TRANSACTIONS IN THE ORDINARY SHARES FOLLOWING DE-LISTING
If a shareholder retains their Ordinary Shares following De-listing, although
the Ordinary Shares will remain freely tradeable, they will no longer be
tradeable on AIM and no other formal facility (such as CREST) will be available
to facilitate the trading of the Ordinary Shares.
Those Shareholders who hold their Ordinary Shares in CREST will be sent share
certificates for their holding on or around 12th May 2009.
If a Shareholder wishes to effect a transaction in the Ordinary Shares following
the De-listing:
* If the Shareholder has identified a purchaser, the Shareholder may effect the
sale by signing and sending the duly executed and stamped stock transfer form,
together with the relevant share certificate, to the Company Secretary at the
registered office of the Company; or
* If the Shareholder has not identified a purchaser, the Shareholder may notify
the Company Secretary of the number and price at which he or she would sell such
Ordinary Shares. On receipt of such notice the Company Secretary will, subject
to applicable laws, notify any person(s) it is aware of who has (have) shown an
interest in purchasing Ordinary Shares and provide the contact details of the
prospective seller to such person(s). The Company cannot provide any guarantees
that this will lead to any information being forwarded or a sale of such
Ordinary Shares.
5. GENERAL MEETING
A notice of General Meeting is set out at the end of the circular that has been
posted to shareholders, convening the GM to be held at 12 p.m. on 23rd April
2009 at the offices of Trowers & Hamlins LLP, Sceptre Court, 40 Tower Hill,
London EC3N 4DX at which the Resolution will be proposed, as a special
resolution, to approve the De-listing.
6. ACTION TO BE TAKEN
A form of proxy is enclosed with the circular that has been posted to
shareholders for use, as applicable, in connection with the GM. Whether or not a
shareholder intends to be present at the meeting, shareholders are requested to
complete, sign and return the Form of Proxy to the Company's registrars, CAPITA
Registrars plc, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon
as possible and in any event so as to arrive not later than 12 p.m. on 21st
April 2009. The completion and return of a Form of Proxy will not preclude a
shareholder from attending the meeting and voting in person should you
subsequently wish to do so.
7. RECOMMENDATION
The Board believes that De-listing is in the best interests of the Company and
the Shareholders as a whole and accordingly recommends that Shareholders vote in
favour of the Resolution. Shareholders and Board members (including persons
connected with them), who hold in total 82.78 per cent. of the Ordinary Shares,
have informed the Board that they intend to vote in favour of the Resolution.
** ENDS **
For further information please visit www.IREplc.com or contact:
+-----------------+-----------------------------+-------------------------+
| Rolf L | International Real Estate | Tel: +44 (0) 20 7495 |
| Nordström | Plc | 1480 |
+-----------------+-----------------------------+-------------------------+
| Daniel Akselson | International Real Estate | Tel: +31 (0) 653 304 |
| | Plc | 590 |
+-----------------+-----------------------------+-------------------------+
| David Anderson | KBC Peel Hunt Ltd | Tel: +44 (0) 20 7418 |
| | | 8900 |
+-----------------+-----------------------------+-------------------------+
| Oliver Stratton | KBC Peel Hunt Ltd | Tel: +44 (0) 20 7418 |
| | | 8900 |
+-----------------+-----------------------------+-------------------------+
| Hugo de Salis | St Brides Media & Finance | Tel: +44 (0) 20 7236 |
| | Ltd | 1177 |
+-----------------+-----------------------------+-------------------------+
| Susie Callear | St Brides Media & Finance | Tel: +44 (0) 20 7236 |
| | Ltd | 1177 |
+-----------------+-----------------------------+-------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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