TIDMITA

RNS Number : 0980K

Itacare Capital Investments Ltd

25 July 2013

 
 Date:              25 July 2013 
 On behalf of:      Itacaré Capital Investments Ltd ("Itacaré" 
                     or "the Company") 
 Embargoed until:   0700hrs

Itacaré Capital Investments Ltd

Constitutional Changes and Dividend Policy

Amendment to articles of association

In a recent review of the Company's articles of association (the "Articles") by the Board, the Board noted that the Articles did not fully incorporate the UK City Code on Takeovers and Mergers (the "Takeover Code"), save for rule 16 (special deals and management incentivisation) and rule 21 (frustrating action). As the Company is incorporated in the British Virgin Islands, the Takeover Code does not directly apply to the Company.

The Board believes that fully incorporating the Takeover Code, in particular rule 9 (mandatory offers), into its Articles is in the best interests of the Company and shareholders, and has today resolved, pursuant to its powers under Regulation 119, to amend the Articles to fully incorporate the Takeover Code. The Board has obtained confirmation from shareholders beneficially entitled to in excess of 50 per cent. of the issued share capital of the Company that they support incorporating the Takeover Code into the Articles.

As the Takeover Code does not directly apply to the Company, the Panel on Takeovers and Mergers will not assume responsibility for ensuring compliance with the Takeover Code in relation to the Company nor have any functions with respect to the interpretation of the Takeover Code as it applies to the Company. Instead these matters will be for the Board or an independent committee of the Board (the "Panel Committee") exercising its discretion in the light of prevailing circumstances and in a manner which is consistent with its obligations and the specific provisions of the Articles. The Panel Committee may delegate its powers and discretion to a third party financial adviser with experience of advising on the Takeover Code.

The amendments to the Articles also bestow certain powers on the Board in order to enforce compliance with the new Articles, including the ability to disenfranchise shares from voting and receiving dividends if they belong to a person which the Panel Committee determines has breached the Takeover Code (as implemented by the Company) or the Articles.

For the avoidance of doubt, the Board has not received any indications that any person may be considering making an offer for the Company.

A copy of the new Articles is available on the Company's website.

Dividend policy

The Board would also like to take this opportunity to reiterate that the Company's intention is still to maximise the IRR of each project investment and that it therefore intends to continue to return capital profits from its project investments as soon as they are realised, subject to retaining sufficient working capital.

- ends -

For further information:

 
Itacaré Capital Investments              Tel: +44 (0)7770 362863 
 Chairman, Michael St. Aldwyn 
 
  Itacaré Capital Partners                 Tel: +55 11 2678 0800 
  Investment Manager, Pedro de Miranda 
 
  Cenkos Securities                             Tel: +44 (0)20 7397 8900 
  Stephen Keys, Adrian Hargrave (Nominated 
  adviser) 
  Russell Kerr, Alex Aylen (Sales) 
 
  Redleaf Polhill                               Tel: +44 (0)20 7566 6720 
  Emma Kane, Henry Columbine, Hannah Fensome    E: itacare@redleafpolhill.com

Notes to Editors:

-- Itacaré Capital Investments Limited is a real estate investment company focused on tourism-real estate developments in Brazil. The Company acquires large parcels of land at strategic locations that can be developed and sold to end users with the intention of achieving a minimum IRR of 25 per cent.

-- The Company invests in projects at an early development stage or in strategic land sites that can be acquired at a discount to open market value at current usage.

-- Itacaré Capital focuses on beachfront parcels with particular geographic characteristics that maximize sea views and reduce the need for expensive landscaping thus translating into higher margin.

-- Itacaré Capital aims to create a development that is better than the best quality development in the local area in order to achieve maximum pricing power.

-- Itacaré Capital focuses on high quality residential developments that typically include a number of holiday or second home units, luxury hotels and leisure components. Approximately 70% of our portfolio is targeted to domestic buyers.

-- Further information is available at www.itacarecapital.com

-- Neither the content of the Company's website nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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