Itacare Capital Investments Ltd Constitutional Changes and Dividend Policy (0980K)
July 25 2013 - 2:01AM
UK Regulatory
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
MSCNKQDPKBKBKOB
Itacare Capital (LSE:ITA)
Historical Stock Chart
From Jul 2024 to Aug 2024
Itacare Capital (LSE:ITA)
Historical Stock Chart
From Aug 2023 to Aug 2024