TIDMBCRE
RNS Number : 9140T
Brack Capital Real Estate Inv N.V
06 July 2018
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt as to the action you should
take, you should seek your own personal financial advice from your
stockbroker, solicitor, accountant or other independent financial
adviser authorised under the Financial Services and Markets Act
2000 if you are resident in the United Kingdom or, if not, another
appropriately authorised independent financial adviser.
If you have sold or otherwise transferred all of your Shares
please forward this document and the accompanying Form of Proxy and
Form of Direction at once to the purchaser or transferee or to the
bank, stockbroker or other agent through whom the sale or transfer
was effected for delivery to the purchaser or transferee. If you
have sold or otherwise transferred only some of your Shares, you
should retain this document and consult with the stockbroker, bank
or other agent through whom the sale or transfer was effected.
The Directors, whose names appear on page 7 of this document,
accept responsibility, both individually and collectively, for the
information contained in this document. To the best of the
knowledge of the Directors, who have taken all reasonable care to
ensure that such is the case, the information contained in this
document is in accordance with the facts and does not omit anything
likely to affect the importance of such information.
BCRE-Brack Capital Real Estate Investments N.V.
(registered with the Trade Register of the Chamber of Commerce
of Amsterdam, the Netherlands under number 34217263)
Notice of Extraordinary General Meeting
This document does not constitute or form part of any offer or
invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for any securities. This document provides
you with information about the proposals but does not invite you to
participate in them.
This document should be read as a whole. Your attention is drawn
to the letter from the Chairman of the Company which is set out on
pages 7 to 9 of this document and in which the Board recommends
that Shareholders vote in favour of the Resolutions.
Notice of the Extraordinary General Meeting of BCRE-Brack
Capital Real Estate Investments N.V. to be held at Barbara
Strozzilaan 201, 1083 HN Amsterdam, the Netherlands on 17 August
2018 commencing at 9 a.m. BST (10 a.m. CEST) is set out on pages 10
to 11 of this document.
Holders of Shares will find enclosed a Form of Proxy for use at
the Extraordinary General Meeting. Holders of Depositary Interests
will find enclosed a Form of Direction by which they can instruct
Link Market Services Trustees Limited to vote in respect of their
interest. To be valid, the enclosed Form of Proxy must be received
at Barbara Strozzilaan 201, 1083 HN Amsterdam, the Netherlands not
later than 48 hours before the time appointed for the holding of
the Extraordinary General Meeting. To be valid, the Forms of
Direction must be received not later than 72 hours before the time
appointed for the holding of the Extraordinary General Meeting.
Copies of this document will be available, free of charge, until
the Extraordinary General Meeting, at the Company's registered
office during normal business hours (other than on Saturdays,
Sundays and public holidays) and at the Company's website,
www.brack-capital.com.
The distribution of this document in jurisdictions other than
the United Kingdom and the Netherlands may be restricted by law and
therefore persons into whose possession this document and/or the
accompanying Form of Proxy or Form of Direction comes should inform
themselves about and observe such restrictions. Any failure to
comply with such restrictions may constitute a violation of the
securities law of any such jurisdiction.
CONTENTS
Page
Indicative Timetable of Events
.........................................................................................................
3
Definitions
....................................................................................................................................
4
Letter from the Chairman of the Company
........................................................................................
7
Notice of Extraordinary General Meeting
.......................................................................................
10
INDICATIVE TIMETABLE OF EVENTS
Publication of this document: 6 July 2018
Record Date 20 July 2018
Latest time and date for receipt of Forms of Proxy: 9 a.m. BST
(10 a.m. CEST) on 15 August 2018
Latest time and date for receipt of Forms of Direction: 9 a.m.
BST (10 a.m. CEST) on 14 August 2018
Time and date of Extraordinary General Meeting: 9 a.m. BST (10
a.m. CEST) on 17 August 2018
Expected last day of dealings in the Shares on the Main Market:
On or around 21 September 2018*
Expected time and date of cancellation of the listing of the On
or around 8 a.m. BST (9 a.m.
Shares from the Official List effective CEST) on 24 September
2018*
*Subject to discussions with Euronext Paris and the UKLA.
Each of the times and dates in the above timetable is subject to
change. If any of the above times and/or dates change, the revised
times and/or dates will be notified to Shareholders by an
announcement on a Regulatory Information Service.
DEFINITIONS
The following definitions apply throughout this document and in
the accompanying Form of Proxy and Form of Direction unless the
context otherwise requires:
"Articles" the articles of association of the Company;
"Board" the board of the Company;
"BST" British Summer Time;
"Chairman's Letter" the letter from the Chairman of the Company
to the Shareholders contained in this document;
"Company" or "BCRE" BCRE-Brack Capital Real Estate Investments N.V.;
"CEST" Central European Summer Time;
"CREST" the relevant system as defined in the CREST Regulations
for the paperless settlement of trades in securities in accordance
with the CREST Regulations operated by Euroclear;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755) as amended;
"De-Listing" has the meaning assigned thereto in this
document;
"Deed of Amendment" has the meaning assigned thereto in this document;
"Depositary" Link Market Services Trustees Limited, an English
company limited by shares, number 2729260 whose registered office
is at 34 Beckenham Road, Beckenham, Kent, BR3 4TU and which was
incorporated on 7 July 1992 and which operates under the UK
Companies Act 1985;
"Depositary Interest" a dematerialised Depositary Interest
issued by the Depositary in respect of, and representing on a 1 for
1 basis, underlying Shares, which can be held or transferred
through CREST;
"Directors" the members of the Board, including both executive
and non-executive members, as at the date of this document;
"Extraordinary General Meeting" or "EGM"
the Extraordinary General Meeting of the Company, convened for 9
a.m. BST (10 a.m. CEST) on 17 August 2018, and any adjournment
thereof, notice of which is set out on page 10;
"EGM Approval" has the meaning assigned thereto in this
document;
"Euronext Admission" has the meaning assigned thereto in this document;
"FCA" the Financial Conduct Authority;
"FSMA" Financial Services and Markets Act 2000 (as amended);
"Form of Direction" the Form of Direction enclosed with this
document for use by Shareholders that hold Depositary Interests in
connection with the Extraordinary General Meeting;
"Form of Proxy" the form of proxy enclosed with this document
for use by Shareholders in connection with the Extraordinary
General Meeting;
"Group" BCRE group of companies;
"Listing" has the meaning assigned thereto in this document;
"Listing Rules" the rules and regulations made by the FCA under
Part VI of FSMA as amended from time to time;
"London Stock Exchange" or "LSE" London Stock Exchange plc;
"Notice" the notice of Extraordinary General Meeting which is
set out at the end of this document;
"Official List" the Official List of the UKLA, maintained by the
FCA in accordance with section 74(1) of FSMA;
"Record Date" means 6 p.m. BST (7 p.m. CEST) on 20 July
2018;
"Resolutions" the resolutions to be proposed at the
Extraordinary General Meeting, details of which are set out in the
Notice;
"Shares" the Shares of EUR 0.01 each in the capital of the
Company;
"Shareholder" or "Shareholders" the holder or holders of Shares
and/or, as the context requires, Depositary Interests;
"UK" the United Kingdom of Great Britain and Northern
Ireland;
"UK Listing Authority" or "UKLA" the FCA acting in its capacity
as the competent authority for the purposes of Part VI of FSMA.
Directors, Secretary and Advisers
Directors Harin Thaker (Chairman and Non-executive
Director)
Moshe Lustig (Non-executive Director)
Michiel Olland (Executive Director)
Co-CEO Nansia Koutsou
Co-CEO
Shai Shamir
CFO Yiannis Peslikas
Company Secretary Viorica Hagagg
Head office and registered Barbara Strozzilaan 201, 1083 HN
office Amsterdam
The Netherlands
Broker Peel Hunt LLP
Moor House
120 London Wall
London EC2Y 5ET
Legal advisers to the Loyens & Loeff N.V.
Company as to matters Fred. Roeskestraat 100, 1076 ED
of Dutch law Amsterdam
The Netherlands
Legal advisers to the Norton Rose Fulbright LLP
Company as to matters 3 More London Riverside
of English law London
SE1 2AQ
Depositary Link Market Services Trustees Limited
34 Beckenham Road
Beckenham
Kent
BR3 4TU
Registrar Link Asset Services
34 Beckenham Road
Beckenham
Kent
BR3 4TU
LETTER FROM THE CHAIRMAN OF BCRE-BRACK CAPITAL REAL ESTATE
INVESTMENTS N.V.
BCRE-Brack Capital Real Estate Investments N.V.
Directors: Registered Office:
Harin Thaker (Chairman and Non-executive Barbara Strozzilaan 201,
Director) 1083 HN Amsterdam, The
Moshe Lustig (Non-executive Director) Netherlands
Michiel Olland (Executive Director)
ojkesf
Nansia Koutsou
6 July 2018
Dear Shareholder
Notice of Extraordinary General Meeting
1 Introduction
The purpose of the Notice is to provide you with the agenda for
the Extraordinary General Meeting. Before the meeting, the agenda
with explanatory notes and the announcements that are required by
virtue of law and the Articles and all additional meeting documents
(if any) are available to holders of Shares, holders of Depositary
Interests.
The meeting documents are available on the website of the
Company www.brack-capital.com as of 6 July 2018.
2 Approval of the De-Listing (voting item)
On 5 July 2018, the Board conditionally resolved to apply for
(i) the cancellation of the Shares (ISIN: NL0010763611) from
admission to the standard segment of the Official List and (ii) the
cancellation of the admission to trading of the Shares on the Main
Market of the London Stock Exchange plc (together, the De-Listing).
Under this resolution, the Board has determined that the De-Listing
(and the decision to proceed with any applications to the UKLA or
the London Stock Exchange in connection therewith) shall be
conditional on the receipt of approval from Shareholders with a
majority of at least 75% of the votes cast at a general meeting of
the Company (EGM Approval). Accordingly, the Board and/or the
Company shall only proceed with the necessary steps and documents
required to perform, execute and complete the De-Listing if and
after the EGM Approval has been obtained. The Extraordinary General
Meeting is requested by the Board in order to grant the EGM
Approval.
Under the Listing Rules, there is currently no explicit
requirement for BCRE to obtain the prior approval of shareholders
for the De-Listing. However, the Board has voluntarily determined,
in light of corporate governance considerations and the interests
of its shareholders, to make the aforementioned resolution on the
De-Listing subject to the EGM Approval. Furthermore, the Board has
voluntarily decided to only accept the EGM Approval with a majority
of at least 75% of the votes cast instead of with a simple majority
of the votes cast. For completeness sake, it is noted that, if the
requisite percentage of 75% is not obtained in connection with the
EGM Approval, the Shares will continue to be admitted to the
standard segment of the Official List and to trading on the Main
Market for listed securities of the London Stock Exchange.
The Board has resolved to apply for admission of the Shares to
Euronext Access of Euronext Paris, a French multilateral trading
facility, subject to the EGM Approval and conditional to the
occurrence of the De-Listing. The Company's convertible bonds have
been traded on Euronext Access of Euronext Paris since 2016. Shares
listed at present on the Main Market of the London Stock Exchange
are held through Depositary Interests. For the purposes of the
proposed application for admission of the Shares to Euronext Access
of Euronext Paris, the Board will determine in due course whether
to apply for admission of Shares to be held directly or through
Depositary Interests.
Please see the Explanatory Notes to the Agenda for the EGM
(contained in the Notice set out at the end of this document) for
details of the background to the proposed De-Listing, BCRE's
rationale for the proposed De-Listing and how the Company is
seeking to mitigate certain risks which would typically be
associated with the proposed De-Listing.
3 Conditional proposal to amend the Articles and to authorise
each member of the Board and each employee of Loyens & Loeff
N.V. to execute the deed of amendment (voting item)
It is proposed by the Board to the general meeting of the
Company to resolve, subject to and conditional upon the occurrence
of and effective as of the De-Listing, to amend the Articles in
conformity with the draft deed of amendment to the Articles
prepared by Loyens & Loeff N.V. (Deed of Amendment), and to
authorise each member of the Board and also each employee of Loyens
& Loeff N.V., severally, to have the Deed of Amendment
executed.
The amendments to the Articles as included in the draft Deed of
Amendment are proposed in order to:
-- for reasons of flexibility and clarity, remove references and
articles in respect of the London Stock Exchange, regulated market,
UK Listing Authority and UK Listing Rules (all as defined in the
current Articles) that are no longer relevant and/or mandatory
required under Dutch law following the De-Listing (e.g. the
obligation to publish semi-annual figures within the meaning of the
Dutch Financial Supervision Act);
-- for reasons of flexibility and clarity, to make some
technical changes to align the Articles with the situation post the
De-Listing (e.g. the procedural requirements for convening a
general meeting).
A copy of the proposal, including the verbatim text thereof (and
including a compare with the current Articles evidencing the
proposed changes), shall be deposited and kept available at the
Company's office for inspection by, and must be made available free
of charge to, shareholders. A copy shall also be available on the
Company's website as from 6 July 2018.
4 General Meeting
A notice convening the Extraordinary General Meeting to be held
at Barbara Strozzilaan 201, 1083 HN Amsterdam, the Netherlands on
17 August 2018 commencing at 9 a.m. BST (10 a.m. CEST) is set out
on page 10 of the Notice. Further background on the Resolutions can
be found in the explanatory notes to the Notice.
5 Voting
A Form of Proxy for use by Shareholders at the Extraordinary
General Meeting is enclosed with this document. Whether or not you
propose to attend the Extraordinary General Meeting, you are
encouraged to complete and sign the Form of Proxy in accordance
with the instructions printed thereon and to return it to the
Company, as soon as possible and in any event so as to be received
no later than 9 a.m. BST (10 a.m. CEST) on 15 August 2018 (being 48
hours before the time appointed for the holding of the
Extraordinary General Meeting). The return of a completed Form of
Proxy or the submission by CREST members of an electronic proxy
appointment will not preclude you from attending the Extraordinary
General Meeting and voting in person, should you so wish.
Holders of Depositary Interests in the Company wishing to
instruct Link Market Services Trustees Limited, the Depositary, to
vote in respect of the holder's interest should use the enclosed
Form of Direction. The completed Form of Direction must be received
by Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent
BR3 4TU, as soon as possible and in any event so has to be received
no later than 9 a.m. BST (10 a.m. CEST) on 14 August 2018 (being 72
hours before the time appointed for the holding of the
Extraordinary General Meeting).
6 Record Date
Only Shareholders entered on the register of members of the
Company at 6 p.m. BST (7 p.m. CEST) on 20 July 2018 shall be
entitled to attend and vote at the Extraordinary General Meeting in
respect of the number of Shares registered in their name at that
time. Changes to entries on the register of members after 6 p.m.
BST (7 p.m. CEST) on 20 July 2018 shall be disregarded in
determining the rights of any person to attend or vote at the
meeting. The length of time between the Record Date and the
Extraordinary General Meeting is set by Dutch Law.
7 Recommendation
As set out in the Explanatory Notes to the Agenda for the
Extraordinary General Meeting, the Board considers these proposals
to be in the best interests of the Company and its Shareholders as
a whole. Accordingly, the Board recommends that you vote in favour
of the Resolutions to be proposed at the Extraordinary General
Meeting.
Yours faithfully
Harin Thaker, Chairman
NOTICE OF EXTRAORDINARY GENERAL MEETING
The Shareholders and persons entitled to attend the
Shareholders' meetings of BCRE-Brack Capital Real Estate
Investments N.V. are invited to attend an Extraordinary General
Meeting of Shareholders (EGM) on 17 August 2018 commencing at 9
a.m. BST (10 a.m. CEST), with the agenda set out herein.
AGA
Opening
1. Approval of the De-Listing (voting item) (Resolution 1)
2. Conditional proposal to amend the Articles and to authorise
each member of the Board and each employee of Loyens & Loeff
N.V. to execute the deed of amendment (voting item). (Resolution
2)
3. Any other business
Closing
Notes
On 6 July 2018, 159,596,899 Shares are in issue. The total
number of voting rights to be exercised on Shares in issue as of 6
July is 159,596,899. This notice, including the agenda, the
explanatory notes to this agenda, the draft Deed of Amendment, the
Form of Proxy or Form of Direction and voting and voting
instructions, and the total number of Shares in issue and voting
rights to be exercised on Shares on the day hereof and on the
Record Date (if changes took place) are available free of charge at
the office address of the Company, at Barbara Strozzilaan 201, 1083
HN Amsterdam, the Netherlands, tel. +31 (0)20 51 410 00 or email
viorica@brack-capital.com and nansiak@brack-capital.com, as well as
on the Company's website (www.brack-capital.com) for the
Shareholders and for holders of Depositary Interests issued by Link
Market Services Trustees Limited, as Depositary, at
www.capitadeal.com, email: info@capitadeal.com.
Record date
The persons who will be considered as entitled to vote and/or
attend the EGM, are those persons who are Shareholders or holders
of Depositary Interests registered as such in a (sub)register
designated by the board of the Company (Board) on the Record Date,
after processing of all settlements on that date and who have made
a notification in the manner set out below. The (sub)registers
which have been designated as such are the records as at the Record
Date of the Depositary for the holders of Depositary Interests
under the CREST-system. For holders of Shares who are not
administered under the CREST-system, the designated (sub)register
is the Company's register of shareholders.
Registering to vote
Holders of registered Shares and holders of a right of pledge or
a right of "usufruct" on such Shares with voting rights who are
registered in person in the shareholders' register of the Company
at the Record Date who wish to attend the meeting in person or
appoint a representative, will be entitled to attend the EGM if
they have notified the Board of their attendance by 9 a.m. BST (10
a.m. CEST) on 15 August 2018, by submitting a written statement
that they wish to attend the meeting, including the number of
Shares notified for registration and held by the Shareholder
entitled to vote at the Record Date.
Holders of Depositary Interests who are registered in person in
the register of the Depositary as of the Record Date who wish to
attend the meeting in person or appoint a representative, should
contact the Depositary no later than 9 a.m. BST (10 a.m. CEST) on
14 August 2018, to request a Letter of Representation.
Each Shareholder and other person entitled to vote will receive
a confirmation of his or her notification to attend the meeting,
including the number of Shares registered for the meeting. This
confirmation will serve as admission certificate and upon
submission thereof will allow the Shareholder or other person
entitled to vote or their proxy access to the meeting.
Voting by proxy
Subject to compliance with the above provisions, Shareholders
and other persons entitled to vote can attend and vote at the EGM
in person or by proxy. Proxies need to be in writing (form
available free of charge on www.brack-capital.com) and should at
the discretion of the Company sufficiently identify the Shareholder
and other person entitled to vote (as applicable) and the proxy
holder and the number of Shares for which the proxy holder will
represent the relevant person at the EGM. In order to give proxy
and voting instructions, the Shareholder (a) must have registered
his or her Shares as set out above and (b) the duly completed and
signed proxy including, as appropriate, voting instructions, must
be received by the Company (see contact details below) no later
than 9 a.m. BST (10 a.m. CEST) on 15 August 2018.
Proxy holders representing multiple Shareholders whose voting
instructions require that they cannot vote individual Resolutions
similarly for all Shares which they represent (for, against,
abstain), will need to contact the Company (see contact details
below) no later than on 9 a.m. BST (10 a.m. CEST) on 15 August
2018, in order to procure appropriate processing of their
instructions.
Persons without a valid admission certificate will not be given
access to the meeting. Attendants may be asked for identification
prior to being admitted.
Amsterdam, 6 July 2018
Board
Communication with the company regarding the above information
through:
BCRE-Brack Capital Real Estate Investments N.V.
Viorica@brack-capital.com and nansiak@brack-capital.com
Management Board
BCRE-Brack Capital Real Estate Investments N.V.
Viorica@brack-capital.com and nansiak@brack-capital.com
Explanatory Notes to the Agenda for the Extraordinary General
Meeting of shareholders (Meeting) of BCRE-Brack Capital Real Estate
Investments N.V. (Company)
Resolution 1
Approval of the De-Listing (voting item).
On 5 July 2018, the Board conditionally resolved to apply for
(i) the cancellation of the Shares (ISIN: NL0010763611) from
admission to the standard segment of the Official List and (ii) the
cancellation of the admission to trading of the Shares on the Main
Market of the London Stock Exchange plc (together, the De-Listing).
Under this resolution, the Board has determined that the De-Listing
(and the decision to proceed with any applications to the UKLA or
the London Stock Exchange in connection therewith) shall be
conditional on the receipt of approval from Shareholders with a
majority of at least 75% of the votes cast at a general meeting of
the Company (EGM Approval). Accordingly, the Board and/or the
Company shall only proceed with the necessary steps and documents
required to perform, execute and complete the De-Listing if and
after the EGM Approval has been obtained. The Extraordinary General
Meeting is requested by the Board to grant the EGM Approval.
Although there is no explicit legal requirement to do so, the Board
has voluntarily determined, in light of corporate governance
considerations and the interests of its Shareholders, to make the
aforementioned resolution on the De-Listing subject to the EGM
Approval. Furthermore, the Board has voluntarily decided to only
accept the EGM Approval with a majority of at least 75% of the
votes cast instead of with a simple majority of the votes cast. For
completeness sake it is noted that, if the requisite percentage of
75% is not obtained in connection with the EGM Approval, the Shares
will continue to be admitted to the standard segment of the
Official List and to trading on the Main Market for listed
securities of the London Stock Exchange.
Background
The Company has been listed on the Main Market of the LSE since
May 2014 (Listing). The Directors' and the Company's rationale for
seeking the original admission of the Shares (ISIN:NL0010763611) to
trading on the LSE included the anticipation to attract a level of
interest in the Company, particularly from institutional investors,
that would provide the Company with access to equity capital
markets, an enhanced corporate profile and a mechanism to provide a
market in the Shares.
In addition, at the time of Listing, the geographical
diversification and mix of income producing and development assets
were anticipated to attract institutional investor interest.
Following the publication of the revised strategic plan and further
announcements of its execution, the likelihood of attracting
institutional investors has reduced even further in the view of the
Board.
As a consequence of the adverse developments in Russia following
the Listing, there has been a significant shift in the perception
of capital markets towards the Company's exposure to the Russian
real estate market. As a result of the sale of the German platform
and the heightened exposure to Russia, the interest in the Shares
has substantially reduced, specifically from institutional
investors.
During February 2018, the Company has announced its new
strategic plan, the main components of which are as follows:
-- a policy with a focus on de-risking, deleveraging and
improving balance sheet quality, reducing asset exposure and
cutting costs;
-- no new investments in emerging and/or non-core markets;
-- being extremely selective in new investments while taking
into consideration Shareholders' distributions time horizon
expectations;
-- any investment will only be considered if it provides an
attractive opportunity for both the Company and all its
Shareholders and stakeholders, with an extraordinary low risk
profile enabling the Company to take advantage of its key
professional capabilities;
-- the Company will be in the market for disposal of its
non-core assets to generate returns for its Shareholders;
-- the Company intends to reduce exposure to stabilized
properties, and focus on execution and optimization of its
considerable development portfolio, primarily in the US;
-- BCRE Russia is focusing on the continuing stabilization and
gradual improvement in property metrics;
-- subject to a conservative liquidity policy, in particular
cash reserves and financing requirements for its development
projects, the Company will consider distributions to Shareholders,
by way of share buyback, dividend or otherwise.
The Board is of the opinion that the Company is broadly making
progress towards accomplishing various milestones contained in its
pre-stated strategic plan.
The Board believes that the ongoing LSE-listing related expenses
have become relatively excessive and unjustifiable for the size of
the current business and do not help to generate additional
value.
The Board has reached the view that the Company is not receiving
the benefits for which the Listing was originally sought, nor is
there any possible chance of the situation changing in the
foreseeable future. Accordingly, the Board has concluded that in
its opinion and based on the new strategic plan, it is in the best
interests of the Company and its Shareholders to seek the
De-Listing. This will significantly cut ongoing expenses. In
addition, the Board has decided, although there is no explicit
legal requirement to do so, to submit its decision for the EGM
Approval.
Rationale for the De-Listing
The Board's conditional De-Listing decision has been taken after
having carefully considered the above facts and the interests of
all stakeholders involved and having concluded that the costs of
maintaining the Listing are disproportionate to the benefits
thereof. In summary, the Company has considered the following:
1. the continued significant discount between the Share price of
the Company and the net asset value per Share, makes it
unattractive for the Company to issue new Shares;
2. there is currently a disproportionate amount of time spent by
senior management to ensure compliance with the LSE rules and other
related regulatory requirements including corporate governance,
reporting and disclosure obligations;
3. the costs associated with maintaining the Listing on the LSE
(including professional legal, accounting, broking and other
related costs) are now disproportionate to the value provided to
the Company by the Listing. This has become even more apparent
following the reduction of the total balance sheet of the Company
in line with the new strategic plan, which have rendered the
ongoing Listing-related costs as too high in light of, amongst
other things, the capital structure of the Company; and
4. the Company suffers from a lack of demand for its Shares,
particularly from institutional investors and low trading volumes.
The lack of interest further intensified due, amongst others, to
the reasons described above concerning the capital market's
perception of the Company's exposure to the Russian real estate
market and the change in the Company's asset mix and new strategic
plan. In addition, with the majority of the Company's value
expected to be unlocked in approximately three years' time, and the
current investment environment considered to be high, the
likelihood of an equity-story turnaround that would help the Share
performance to recover is too low to support the current expenses
structure. As a result, the Board believes that there is currently
no reasonable prospect of the Company being able to use the Listing
to attract investors, particularly institutional investors, nor
that there is any likelihood of this situation and the trading
volume characteristics changing in the foreseeable future.
Risks typically associated with the de-listings and possible
mitigating actions proposed by the Company
Typically, there would be certain risks for shareholders of
companies associated with any de-listing from the London Stock
Exchange's Main Market, including (but not limited to):
1. in some cases, following a de-listing, there may no longer be
any active or liquid trading market for the Shares; and
2. a company will no longer be subject to, inter alia, the
Listing Rules and, accordingly, its shareholders will no longer be
afforded the protections given by the relevant Listing Rules;
In respect of the above-mentioned risks, the Company is
proposing to take the following mitigating actions:
1. The Company intends to apply, subject to and conditional upon
the occurrence of the De-Listing, for admission of the Shares to
the Euronext Access of Euronext Paris (the Euronext Admission),
this trading market will be available to Shareholders after the
De-Listing and is intended to provide Shareholders with the
opportunity to continue trading the Shares at a lower cost for the
Company. The Company's convertible bonds have been traded on the
Euronext Paris since 2016.
2. Although the regulatory regime which applies solely to
companies such as the Company with shares admitted to the standard
segment of the Official List and to trading on the LSE's Main
Market (i.e. a regulated market) for listed securities will no
longer apply, the Company intends to voluntarily adopt certain
protective corporate governance policies and practices regarding
(i) related party transactions; (ii) transparency and disclosure;
(iii) auditing and (iv) the distribution approval process.
In addition to the above, the Board considers that the following
mitigating factors are also relevant in the
context of the proposed De-Listing:
1. The Board is voluntarily seeking EGM Approval for the
proposed De-Listing (with a majority of at least 75% of the votes
cast instead of with a simple majority of the votes cast).
2. In connection with the Euronext Admission, the Board intends
to continue to maintain the Company's website
(http://www.brack-capital.com/investor-relations) and to post
updates on that website from time to time.
3. Notwithstanding the proposed De-Listing, the Company will
continue to comply with the applicable statutory requirements and
constitutional documentation.
For the reasons mentioned above, the Board considers that it is
in the Company's interests to seek approval to effect the
De-Listing.
Details of the De-Listing, the Euronext Admission and CREST
arrangements
Conditional upon the EGM Approval, the Company will apply to
cancel the listing of the Shares on the Official List and their
admission to trading on the London Stock Exchange's Main Market for
listed securities. It is anticipated that the last day of dealings
of the Shares on the Main Market will be on or around 21 September
2018. De-Listing is expected to take effect at 8 a.m. BST (9 a.m.
CEST) on or around 24 September 2018, and in any event not less
than 20 Business Days from the passing of the EGM Approval.
The Board has resolved to apply for admission of the Shares to
Euronext Access of Euronext Paris, a French multilateral trading
facility, subject to the EGM approval and conditional to the
occurrence of the De-Listing. As a condition for listing on
Euronext Access of Euronext Paris, the Board has resolved to apply
for admission of the Shares to Euroclear France, the French central
securities depository. Shares listed at present on the Main Market
of the London Stock Exchange are held through uncertificated
depositary interests. For the purposes of the proposed application
for admission of the Shares to Euronext Access of Euronext Paris,
the Board will determine in due course whether to apply for
admission of Shares to be held directly or through uncertificated
depositary interests.
Taxation
Dutch Taxation
This summary solely addresses the principal Dutch tax
consequences of the acquisition, ownership and disposal of Shares
and does not purport to describe every aspect of taxation that may
be relevant to a particular holder. Tax matters are complex, and
the tax consequences of the De-Listing to a particular holder of
Shares will depend in part on such holder's circumstances.
Accordingly, a holder is urged to consult his own tax advisor for a
full understanding of the tax consequences of the De-Listing to
him, including the applicability and effect of Dutch tax laws.
Where in this summary English terms and expressions are used to
refer to Dutch concepts, the meaning to be attributed to such terms
and expressions shall be the meaning to be attributed to the
equivalent Dutch concepts under Dutch tax law. Where in this
summary the terms "the Netherlands" and "Dutch" are used, these
refer solely to the European part of the Kingdom of the
Netherlands. This summary assumes that the Issuer is organised and
that its business will be conducted, in the manner outlined in this
notice. A change to such organisational structure or to the manner
in which the Issuer conducts its business may invalidate the
contents of this summary, which will not be updated to reflect any
such change.
This summary is based on the tax law of the Netherlands
(unpublished case law not included) as it stands at the date of
this document. The tax law upon which this summary is based, is
subject to changes, possibly with retroactive effect. Any such
change may invalidate the contents of this summary, which will not
be updated to reflect such change.
The summary in this Dutch taxation paragraph does not address
the Dutch tax consequences for a holder of Shares who:
(i) is a person who may be deemed an owner of Shares for Dutch
tax purposes pursuant to specific statutory attribution rules in
Dutch tax law;
(ii) is, although in principle subject to Dutch corporation tax,
in whole or in part, specifically exempt from that tax in
connection with income from Shares;
(iii) is an investment institution as defined in the Dutch Corporation Tax Act 1969;
(iv) owns Shares in connection with a membership of a management
board or a supervisory board, an employment relationship, a deemed
employment relationship or management role;
(v) has a substantial interest in BCRE or a deemed substantial
interest in BCRE for Dutch tax purposes. Generally, a person holds
a substantial interest if (a) such person - either alone or, in the
case of an individual, together with his partner or any of his
relatives by blood or by marriage in the direct line (including
foster-children) or of those of his partner for Dutch tax purposes
- owns or is deemed to own, directly or indirectly, 5% or more of
the shares or of any class of shares of BCRE, or rights to acquire,
directly or indirectly, such an interest in the shares of BCRE or
profit participating certificates relating to 5% or more of the
annual profits or to 5% or more of the liquidation proceeds of
BCRE, or (b) such person's shares, rights to acquire shares or
profit participating certificates in BCRE are held by him following
the application of a non-recognition provision; or
(vi) is a corporate entity or taxable as a corporate entity and
who is resident or deemed to be resident of Aruba, Curacao or Sint
Maarten for tax purposes.
The De-Listing of the Shares and the Euronext Admission
The De-Listing of the Shares and/or the Euronext Admission do
not have any Dutch tax consequences.
Taxes on income and capital gains
Resident holders of Shares
A holder of Shares who is resident or deemed to be resident in
the Netherlands for Dutch tax purposes is fully subject to Dutch
income tax if he is an individual or fully subject to Dutch
corporation tax if it is a corporate entity, or an entity,
including an association, a partnership and a mutual fund, taxable
as a corporate entity, as described in the summary below.
Individuals deriving profits or deemed to be deriving profits
from an enterprise
Any benefits derived or deemed to be derived from or in
connection with Shares that are attributable to an enterprise from
which an individual derives profits, whether as an entrepreneur or
pursuant to a co-entitlement to the net value of an enterprise,
other than as a shareholder, are generally subject to Dutch income
tax at progressive rates up to 51.95%.
Individuals deriving benefits from miscellaneous activities
Any benefits derived or deemed to be derived from or in
connection with Shares that constitute benefits from miscellaneous
activities by an individual are generally subject to Dutch income
tax at progressive rates up to 51.95%.
An individual may, inter alia, derive, or be deemed to derive,
benefits from or in connection with Shares that are taxable as
benefits from miscellaneous activities if his investment activities
go beyond regular active portfolio management.
Other individuals
If a holder of Shares is an individual whose situation has not
been discussed before in this section "Dutch taxation - Taxes on
income and capital gains - Resident holders of Shares", the value
of his Shares forms part of the yield basis for purposes of the tax
on benefits from savings and investments. A deemed benefit, which
is determined on the basis of progressive rates starting from 2.02%
up to 5.38% per annum of this yield basis, is taxed at the rate of
30%. Actual benefits derived from or in connection with his Shares
are not subject to Dutch income tax.
Corporate entities
Any benefits derived or deemed to be derived from or in
connection with Shares that are held by a corporate entity, or an
entity, including an association, a partnership and a mutual fund,
taxable as a corporate entity, are generally subject to Dutch
corporation tax.
General
A holder of Shares will not be deemed to be resident in the
Netherlands for Dutch tax purposes by reason only of the execution
and/or enforcement of this document or the performance by BCRE of
its obligations under such documents or under the Shares.
Non-resident holders of Shares
Individuals
If a holder of Shares is an individual who is neither resident
nor deemed to be resident in the Netherlands for purposes of Dutch
income tax, he will not be subject to Dutch income tax in respect
of any benefits derived or deemed to be derived from or in
connection with Shares, except if:
(i) he derives profits from an enterprise, whether as an
entrepreneur or pursuant to a co-entitlement to the net value of
such enterprise, other than as a shareholder, and such enterprise
is carried on, in whole or in part, through a permanent
establishment or a permanent representative in the Netherlands, and
his Shares are attributable to such permanent establishment or
permanent representative; or
(ii) he derives benefits or is deemed to derive benefits from or
in connection with Shares that are taxable as benefits from
miscellaneous activities performed in the Netherlands.
Corporate entities
If a holder of Shares is a corporate entity, or an entity
including an association, a partnership and a mutual fund, taxable
as a corporate entity, which is neither resident, nor deemed to be
resident in the Netherlands for purposes of Dutch corporation tax,
it will not be subject to Dutch corporation tax in respect of any
benefits derived or deemed to be derived from or in connection with
Shares, except if:
(i) it derives profits from an enterprise directly which is
carried on, in whole or in part, through a permanent establishment
or a permanent representative in the Netherlands, and to which
permanent establishment or permanent representative its Shares are
attributable; or
(ii) it derives profits pursuant to a co-entitlement to the net
value of an enterprise which is managed in the Netherlands, other
than as a holder of securities, and to which enterprise its Shares
are attributable.
General
If a holder of Shares is neither resident nor deemed to be
resident in the Netherlands, such holder will for Dutch tax
purposes not carry on or be deemed to carry on an enterprise, in
whole or in part, through a permanent establishment or a permanent
representative in the Netherlands by reason only of the execution
and/or enforcement of this document or the performance by BCRE of
its obligations under such documents or under the Shares.
Dividend withholding tax
General
BCRE is generally required to withhold Dutch dividend
withholding tax at a rate of 15% from dividends distributed by
BCRE, subject to possible relief under Dutch domestic law, the
Treaty on the Functioning of the European Union or an applicable
Dutch income tax treaty depending on a particular holder of Shares'
individual circumstances.
The concept "dividends distributed by BCRE" as used in this
Dutch taxation paragraph includes, but is not limited to, the
following:
- distributions in cash or in kind, deemed and constructive
distributions and repayments of capital not recognised as paid-in
for Dutch dividend withholding tax purposes;
- liquidation proceeds and proceeds of repurchase or redemption
of Shares in excess of the average capital recognised as paid-in
for Dutch dividend withholding tax purposes;
- the par value of Shares issued by BCRE to a holder of Shares
or an increase of the par value of Shares, as the case may be, to
the extent that it does not appear that a contribution, recognised
for Dutch dividend withholding tax purposes, has been made or will
be made; and
- partial repayment of capital, recognised as paid-in for Dutch
dividend withholding tax purposes, if and to the extent that there
are net profits, unless (a) the general meeting of BCRE's
shareholders has resolved in advance to make such repayment and (b)
the par value of the Shares concerned has been reduced by an equal
amount by way of an amendment to BCRE's articles of
association.
Gift and inheritance taxes
No Dutch gift tax or Dutch inheritance tax will arise with
respect to an acquisition or deemed acquisition of Shares by way of
gift by, or upon the death of, a holder of Shares who is neither
resident nor deemed to be resident in the Netherlands for purposes
of Dutch gift tax or Dutch inheritance tax except if, in the event
of a gift whilst not being a resident nor being a deemed resident
in the Netherlands for purposes of Dutch gift tax or Dutch
inheritance tax, the holder of Shares becomes a resident or a
deemed resident in the Netherlands and dies within 180 days after
the date of the gift.
For purposes of Dutch gift tax and Dutch inheritance tax, a gift
of Shares made under a condition precedent is deemed to be made at
the time the condition precedent is satisfied.
Registration taxes and duties
No Dutch registration tax, transfer tax, stamp duty or any other
similar documentary tax or duty, other than court fees, is payable
in the Netherlands in respect of or in connection with the
execution and/or enforcement (including by legal proceedings and
including the enforcement of any foreign judgment in the courts of
the Netherlands) of this document, the performance by BCRE of its
obligations under such documents, or the transfer of Shares, except
that Dutch real property transfer tax may be due upon an
acquisition in connection with Shares of real property situated in
the Netherlands, (an interest in) an asset that qualifies as real
property situated in the Netherlands, or (an interest in) a right
over real property situated in the Netherlands, for the purposes of
Dutch real property transfer tax.
Resolution 2
Conditional proposal to amend the Articles and to authorise each
member of the Board and each employee of Loyens & Loeff N.V. to
execute the deed of amendment (voting item).
It is proposed by the Board to the general meeting of the
Company to resolve, subject to and conditional upon the occurrence
of and effective as of the De-Listing, to amend the Articles in
conformity with the Deed of Amendment, and to authorise each member
of the Board and also each employee of Loyens & Loeff N.V.,
severally, to have the Deed of Amendment executed.
The amendments to the Articles as included in the draft Deed of
Amendment are proposed in order to:
-- for reasons of flexibility and clarity, remove references and
articles in respect of the London Stock Exchange, regulated market,
UK Listing Authority and UK Listing Rules (all as defined in the
current Articles) that are no longer relevant and/or mandatory
required under Dutch law following the De-Listing (e.g. the
obligation to publish semi-annual figures within the meaning of the
Dutch Financial Supervision Act);
-- for reasons of flexibility and clarity, to make some
technical changes to align the Articles with the situation post the
De-Listing (e.g. the procedural requirements for convening a
general meeting).
A copy of the proposal, including the verbatim text thereof (and
including a compare with the current Articles evidencing the
proposed changes), shall be deposited and kept available at the
Company's office for inspection by, and must be made available free
of charge to, shareholders. A copy shall also be available on the
Company's website as from 6 July 2018.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCUNUSRWUABRAR
(END) Dow Jones Newswires
July 06, 2018 11:30 ET (15:30 GMT)
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