TIDMKBE
RNS Number : 3467B
Kimberly Enterprises N.V.
09 January 2018
Kimberly Enterprises N.V.
("Kimberly" or the "Company")
Proposed Cancellation of Admission of Ordinary Shares to trading
on AIM
Amendment to the Articles
Notice of Extraordinary General Meeting
Kimberly Enterprises N.V. (AIM:KBE), the AIM-listed Central and
Eastern European property developer, announces its intention to
seek Shareholders' approval for the cancellation of admission of
its ordinary shares of EUR0.01 each ("Ordinary Shares") to trading
on AIM ("Cancellation"). A circular will be posted to Shareholders
today setting out the background to and reasons for the
Cancellation, the reasons why the Directors believe that this is in
the best interests of the Company and its Shareholders as a whole
and their recommendation to Shareholders to vote in favour of the
proposals.
An extraordinary general meeting ("Extraordinary General
Meeting") of the Company will be held on 25 January 2018 at which
resolutions will be proposed to Shareholders to approve, inter
alia, the Cancellation, to amend the articles of association of the
Company and to authorise the Directors to issue new Ordinary Shares
on a non pre-emptive basis. A notice convening the Extraordinary
General Meeting will be set out in the circular, which will shortly
be available on the Company's website at
www.kimberly-enterprises.com. Definitions in this announcement are
the same as those included in the circular.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For further information, please contact:
Kimberly Enterprises N.V.
Sagee Kadosh +31 20 778 4141
Cairn Financial Advisers LLP
(Nomad)
Sandy Jamieson, James Caithie +44 207 213 0880
Introduction
The Company announces that it is proposing to seek Shareholder
consent to cancel the admission of the Company's Ordinary Shares to
trading on AIM, to amend the Articles and to authorise the
Directors to issue new Ordinary Shares on a non pre-emptive basis
("Proposals").
A circular is being sent to Shareholders today setting out the
background to and reasons for the Proposals, additional information
on the implications of the Proposals for the Company and its
Shareholders and why the Board believes the Proposals to be in the
best interests of the Company and of the Shareholders as a whole.
Having disclosed their interests in the Company and their
intentions with regard to their individual holdings, the Directors
unanimously recommend the Proposals.
Pursuant to Rule 41 of the AIM Rules for Companies, the Company
is required to obtain the consent of not less than 75 per cent. of
the votes cast by Shareholders at a general meeting in order to
request that the Company's Ordinary Shares are cancelled from
trading on AIM. Also included in the circular will be a notice of
an extraordinary general meeting which has been convened for 11.00
a.m. (CET) on 25 January 2018 at Laurierstraat 71HS, 1016 PJ
Amsterdam, The Netherlands in order that the Proposals may be put
to Shareholders.
Current Financial Position
As at 30 June 2017, the Company had total assets of EUR3.9
million, total liabilities of EUR28.0 million and negative net
assets of EUR24.1 million. The total liabilities included a debt of
EUR26.5 million which is owed by the Company to ERD. As at 31
December 2017, the Company's debt to ERD stood at EUR26.1 million.
Consequently the Company's Ordinary Shares have negligible value.
ERD indirectly owns 68.35 per cent. of the Company's issued share
capital.
The Company has for some time now been reliant on the continued
support from ERD. The Company has now disposed of the large
majority of its real estate assets.
The Company is now examining various alternatives regarding
settlement of the debt from ERD, including a possible debt for
equity swap with ERD.
Cancellation of Admission
Reasons for proposed Cancellation
The Company's Ordinary Shares were admitted to trading on AIM on
15 December 2005 to enable it to raise capital to invest in the
development of residential property in Eastern Europe. However
since 2008, the Eastern European property market has performed
poorly, and the Company has incurred substantial losses on its
property activities. More recently, the Company's lease agreement
in respect of its flagship Marina Dorcol project was terminated.
The Board has consequently been considering the Company's options
in respect of reducing its costs and restructuring its balance
sheet.
The Company has for some time now been reliant on the continued
support from ERD. In the light of the continuing uncertainty
regarding the Company's future, it is not possible for the Company
to raise new capital on AIM. In addition, there is a significant
cost in maintaining the Admission. The Board has concluded that
there is now no longer any benefit to the Company or its
Shareholders to maintaining its Admission and is therefore seeking
Shareholders consent to cancel the Admission, which will result in
significant cost savings for the Company.
Effects of Cancellation
In the event that the Resolutions are passed and the Admission
of the Company's Ordinary Shares to trading on AIM is cancelled,
Shareholders will no longer be able to buy and sell shares in the
Company through a public stock market and thereafter liquidity in
the Company's shares will be limited. Upon the Cancellation
becoming effective, Cairn will cease to be nominated adviser to the
Company and the Company will no longer be required to comply with
the rules and corporate governance requirements to which companies
admitted to trading on AIM are subject, including the AIM
Rules.
The Company has set up a matched bargain facility, to be
available from the date of Cancellation and administered by JP
Jenkins, who will, where possible, match trades in respect of the
Depositary Interests between willing buyers and willing sellers,
acting as a central point for negotiation between UK stockbrokers.
JP Jenkins is a part of Peterhouse Corporate Finance Limited, which
is authorised and regulated by the FCA and is a member of the
London Stock Exchange.
The Company intends to maintain the Depositary facility for the
time being to enable Shareholders to settle any trades in their
Depositary Interests through CREST. Shareholders who wish to buy or
sell Depositary Interests in Ordinary Shares through JP Jenkins
must do so via a stockbroker; JP Jenkins is unable to deal directly
with members of the public.
Shareholders should be aware that the JP Jenkins matched trade
service will not offer the same liquidity as AIM as this service is
not an investment exchange, nor a public market, nor is it
recognised or designated by the FCA or any other regulatory
authority anywhere in the world. Transactions effected by JP
Jenkins will be conducted "off-exchange".
Further information about the matched bargain dealing facility,
including indicated prices and a history of transactions, will be
available on the J P Jenkins website which is located at
www.jpjenkins.com.
Holders of Depositary Interests who wish to retain an interest
in the Company but not through the holding of Depositary Interests
may, after the Cancellation, request that the Depositary transfers
the Ordinary Shares it holds to the holder of the Depositary
Interests. This will be effectuated by the execution of a notarial
deed before a Dutch civil law notary (notaris). Following the
transfer of the Ordinary Shares, the Depositary will cancel the
Depositary Interests that were issued for such Ordinary Shares and
the holding in Ordinary Shares will be registered in the Company's
shareholder register. It should be noted that a transfer of
Ordinary Shares after the Cancellation can only be effectuated by a
notarial deed executed before a Dutch civil law notary.
The Company will bear the costs of the first notarial deed
whereby the Depositary transfers the underlying Ordinary Shares to
a holder of Depositary Interests (excluding the costs for powers of
attorney and notarisation thereof).
In the event that the Shareholder, after the first transfer,
wishes to effectuate any subsequent transfers of Ordinary Shares,
the costs of transfer (including the notarial deed) will be borne
by the Shareholder.
Registered Shareholders cannot trade their Ordinary Shares (not
represented by Depositary Interests) on a market nor through the
facility J.P. Jenkins is offering (see above).
Post-cancellation matters - general
As stated above, post-Cancellation, the Company contemplates to
effectuate a debt for equity swap with ERD. This debt for equity
swap once effectuated, will most likely lead to the minority
Shareholders (i.e. those not related to ERD) being substantially
diluted. For this, specific reference is made to agenda point 7 of
the upcoming Extraordinary General Meeting. The debt for equity
swap is likely to lead to the situation that ERD (or ERD and its
group companies jointly) will hold at least 95% of the Company's
issued share capital. In that case, ERD (or ERD and its group
companies jointly) will consider to start a squeeze-out procedure
pursuant to Dutch law by initiating proceedings against the holders
of the remaining Ordinary Shares. The price to be paid for such
remaining Ordinary Shares will be, pursuant to section 2:92a
paragraph 2 of the Dutch Civil Code (Burgerlijk Wetboek) determined
by the Enterprise Chamber (Ondernemingskamer) of the Amsterdam
Court of Appeal. Shareholders should take this possibility in due
consideration when deciding upon retention of their interest in the
Company after the Cancellation.
Cancellation Process
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange plc of the proposed
Cancellation.
Pursuant to AIM Rule 41, the Cancellation can only be effected
by the Company after securing a resolution of Shareholders in a
general meeting passed by a requisite majority, being not less than
75 per cent. of the votes cast by Shareholders (in person or by
proxy).
Under the AIM Rules, the Cancellation can only take place after
the expiry of a period of twenty Business Days from the date on
which notice of the Cancellation is given. In addition, a period of
at least five Business Days following the Shareholder approval of
the Cancellation is required before the Cancellation may be put
into effect. Accordingly, if the Resolution to cancel the Admission
is approved, the last day of dealings in the Ordinary Shares on AIM
will be 7 February 2018, and the Cancellation will become effective
at 7.00 a.m. on 8 February 2018.
Amendment to Articles
It is proposed that the Company's articles of association will
be amended to reflect the fact that, after passing of Resolution 5,
the Company's ordinary shares will not be admitted to trading on
AIM. Furthermore, with the exception of the name change from "Engel
East Europe N.V. " to "Kimberly Enterprises N.V." in 2012, the
articles of association of the Company have not been amended since
9 December 2005 and should, on certain matters, be made compliant
with the provisions of prevailing Dutch law. The proposal for the
amendment of the articles of association of the Company inter alia
includes an increase of the Company's authorised share capital
(maatschappelijk kapitaal) which is proposed to enable a
contemplated debt for equity swap with ERD. The new draft of the
articles of association is further updated to reflect all
applicable provisions of prevailing Dutch mandatory law and further
provides for the relevant provisions for the Company to be a
private (non-publicly traded) company.
The draft deed of the amendment of the Company's articles of
association, contains the full text of the proposed amendments. The
draft deed of amendment of the Company's articles of association is
available for inspection, in the Dutch and in the English language,
from the date of this circular until the end of the meeting at (i)
the offices of the Company, Laurierstraat 71H, 1016 PJ Amsterdam,
The Netherlands, and (ii) on the Company's website at
www.kimberly-enterprises.com.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2018
Publication of the circular 9 January
Notice convening Extraordinary General Meeting 9 January
Latest time and date for receipt of Form of Instruction 11.00 a.m. (CET) on 22 January
Latest time and date for receipt of Form of Proxy 11.00 a.m. (CET) on 23 January
Extraordinary General Meeting 11.00 a.m. (CET) on 25 January
Announcements of results of Extraordinary General Meeting 25 January
Expected last day of dealings in Ordinary Shares on AIM 7 February
Expected time and date that the Admission to trading of the Ordinary With effect from 07:00 a.m. on 8 February
Shares on AIM will be
cancelled
If any of the details contained in the timetable above should
change, the revised time and dates will be notified to Shareholders
by means of a Regulatory Information Service (as defined in the AIM
Rules) announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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