TIDMIERE
RNS Number : 6213D
Invista European Real Estate Trust
27 October 2015
27 October 2015
INVISTA EUROPEAN REAL ESTATE TRUST SICAF
(the "Company")
Notice of Extraordinary General Meeting
Voluntary Liquidation of the Company
Further to its announcement on September 14th 2015, the Board of
Directors, (the "Board") of the Company, today announces the
publication of its Circular regarding the voluntary liquidation of
the Company and the notice of the Extraordinary General Meeting to
be held on 26 November 2015 at 11.30 a.m. CET at the offices of
Citco REIF Services (Luxembourg) S.A. at Carré Bonn, 20, Rue de la
Poste, L-2346 Luxembourg. All defined terms within this
announcement are used with the definition applied within the
Circular.
Dear Shareholder,
1. INTRODUCTION AND BACKGROUND
The Company announced on 14 September 2015 that, following the
expiry of the standstill agreement in relation to certain ongoing
events of default with regard to the mezzanine loan facility
provided by Islay Investment S.à r.l., an affiliate of Blackstone
Real Estate Debt Strategies, ("Islay" or the "Mezzanine Lender") to
Invista European Real Estate Holdings S.à r.l. ("IEREH"), Islay had
called for repayment of the mezzanine loans by IEREH.
IEREH was not able to repay the loans and Islay called on the
guarantee of the loans by the Company. The Company, in turn, was
not able to pay the amounts guaranteed.
In accordance with its rights under the mezzanine loan facility
documentation (including the related guarantee and security
documentation), on 14 September 2015 Islay enforced its security by
way of a sale of the Company's entire interests in IEREH, Invista
European Real Estate Finance S.à r.l. and Invista European RE
Pocking PropCo S.à r.l. (the "Subsidiaries") and any other
interests (including intra-group loans) to Artillery Investments
S.à r.l., TTNYR Limited, TTNYR Artillery LLP and DPK Artillery LLP
(together, the "Purchasers") (the "Enforcement"). The Enforcement
involved the transfer of the shares and all debt interests held by
the Company in each Subsidiary to the Purchasers.
The Enforcement was conducted in such a way that, although the
Company has been released from any further liability under its
guarantee and remains solvent, the Board expects that there will be
no value for distribution to either the Ordinary or Preference
Shareholders. The Company therefore stated in its announcement of
14 September 2015 that it intended, in due course, to publish a
shareholder circular convening an extraordinary general meeting at
which Shareholder approval would be sought for the delisting and
voluntary liquidation of the Company.
Furthermore, following the Enforcement, the Company has
continued to meet its ongoing operating costs. On 30 September
2015, the net asset value of the Company was estimated to be less
than EUR833,333. The Company's Articles and applicable law provide
that if the total net assets of the Company falls below two-thirds
of the Company's prescribed minimum capital (being EUR1.25
million), then the Board must submit the question of the Company's
dissolution to a general meeting of the Shareholders for which no
quorum is prescribed and which shall pass resolutions by simple
majority of the Shares represented at the meeting.
Accordingly, by the Notice of the Extraordinary General Meeting
set out at the end of this Circular, the Board is convening a
general meeting of the Company at which the question of the
Company's dissolution will be put to the Ordinary and Preference
Shareholders.
In light of the Company's financial circumstances, the Board
believes that it is in the best interests of the Company and the
Shareholders for the Company to be placed into voluntary
liquidation and for the Company's Shares to be delisted from the
Official List and their admission to trading on the Main Market to
be cancelled. I am therefore writing to you to outline the Board's
Proposals, which require the approval of the Shareholders, and
further details of which are set out in section 2 below.
This Circular sets out details of, and seeks your approval for,
the Proposals and explains why your Board is recommending that you
vote in favour of the Resolutions.
2. PROPOSALS
The purpose of this Circular is to convene an Extraordinary
General Meeting of the Company to be held at 20 rue de la Poste,
L-2346 Luxembourg, at 11.30 a.m. on 26 November 2015, to seek
approval from the Shareholders of the Proposals, in accordance with
applicable law.
The Board proposes to:
(i) put the Company into liquidation and dissolve it; and
(ii) appoint Fund Solutions SCA, a partnership limited by shares
(société en commandite par actions), incorporated and existing
under the laws of Luxembourg, having its registered office at 1
Cote d'Eich, L-1450 Luxembourg, registered with the Registre de
Commerce et des Sociétés in Luxembourg under number B 154626 and
represented for the purposes of the liquidation of the Company by
Mr Christophe Cahuzac, residing professionally in Luxembourg and Mr
Marek Domagala, residing professionally in Luxembourg, as
liquidator to the Company (the "Liquidator") and grant to the
Liquidator the broadest powers to manage the Company for the
purposes of its liquidation, including those powers contained in
articles 144 et sequentia of the Law of 10th August 1915 on
commercial companies (as amended),
(together, the "Proposals").
The Proposals set out in this Circular are subject to the
approval of Shareholders. Notice of the Extraordinary General
Meeting at which the resolutions to approve the Proposals (the
"Resolutions") will be considered is set out at the end of this
Circular. The Resolutions will, if approved, result in the
voluntary liquidation of the Company pursuant to which the
Shareholders will realise their Shareholdings in the Company in an
orderly and efficient way.
As set out in further detail in section 3 below, only surplus
funds (if any) remaining after the Liquidator has settled all
liabilities, costs and expenses (including the costs of the
Company's liquidation) will be available for distribution to the
Shareholders at the conclusion of the liquidation. It should be
noted, however, that, as stated in section 1 above, following the
Enforcement the Board expects that no value remains in the Company
for distribution to the Shareholders and any such surplus is
therefore expected to be minimal.
In the event that the Resolutions are not passed at the
Extraordinary General Meeting, the Board will consider and put
forward alternative proposals for the future of the Company.
However, it is anticipated that if the Company continues to subsist
then its ongoing operating costs will result in the Company
becoming insolvent in the near future. The Company would then be
highly likely to face mandatory liquidation proceedings, further
reducing the prospect of any recovery for the Shareholders.
3. APPOINTMENT OF LIQUIDATOR AND LIQUIDATION
Subject to Shareholder approval of the Resolutions, the
Liquidator will be appointed as liquidator to the Company and their
remuneration shall be determined by the Company. The appointment of
the Liquidator will take effect immediately upon the passing of the
Resolutions. Upon the appointment of the Liquidator, all powers of
the Board will cease and the Liquidator will be responsible for the
affairs of the Company until it is wound up. The Liquidator will
wind up the Company in accordance with Luxembourg law, discharge
the liabilities of the Company and, following satisfaction of all
the creditors of the Company, will divide the surplus assets (if
any) of the Company among the Shareholders according to their
respective rights and interests in the Company.
After the liquidation of the Company and the distribution of
surplus assets (if any) to Shareholders, existing certificates in
respect of the Shares will cease to be of value and any existing
credit of the Shares in any stock account in CREST will be
redundant.
The Liquidator will establish a reserve of such amount as they
consider appropriate to meet the Company's liabilities and
estimated costs and expenses whilst in liquidation (the
"Retention"). The Liquidator estimates that the Retention will
amount to approximately EUR250,000. Any surplus funds remaining
from the Retention after the Liquidator has settled all
liabilities, costs and expenses, will be distributed to
Shareholders at the conclusion of the liquidation. Payment will be
made by cheque.
4. COSTS OF THE PROPOSALS
It is anticipated that the expenses incurred in relation to the
Proposals (including professional advice and the Liquidator's fees)
will amount to approximately EUR100,000, which excludes the fees
and expenses of service providers in the ordinary course of
business up to the date of the Liquidator's appointment in
accordance with the terms of their engagement.
5. CANCELLATION OF LISTINGS AND THE ADMISSION OF THE SHARES TO TRADING ON THE MAIN MARKET
Subject to the passing of the Resolutions, the Board has made an
application to the London Stock Exchange to cancel the admission of
the Shares to trading on the Main Market and application to the
UKLA to cancel the listing of the Shares on the Official List, with
effect from 1 December 2015.
6. EXTRAORDINARY GENERAL MEETING
The Proposals are subject to Shareholder approval. Notice
convening the Extraordinary General Meeting, to be held at 20 rue
de la Poste, L-2346 Luxembourg at 11.30 a.m. on 26 November 2015,
is set out at the end of this Circular. The Notice includes the
full text of the Resolutions.
The Extraordinary General Meeting is required to be convened
pursuant to Article 30 of the Articles because the total net assets
of the Company are below two-thirds (EUR833,333) of the minimum
capital prescribed by the Luxembourg act dated 20 December 2002 on
undertakings for collecting investment, as amended (being
EUR1,250,000).
(MORE TO FOLLOW) Dow Jones Newswires
October 27, 2015 12:25 ET (16:25 GMT)
In accordance with Article 30, no quorum is prescribed for the
meeting and the meeting may pass the Resolutions by simple
majority.
For the avoidance of doubt, holders of both Ordinary and
Preference Shares shall be entitled to attend, speak and vote at
the Extraordinary General Meeting on the Resolutions. All
Shareholders shall have one vote per Ordinary or Preference Share
held.
7. LUXEMBOURG REGULATORY NOTIFICATIONS
Pursuant to the Luxembourg law of 11 January 2008 on
transparency requirements in relation to information about issuers
whose securities are admitted to trading on a regulated market as
amended (the "Transparency Law"), this Circular and any notices in
connection with the Extraordinary General Meeting shall be filed
with the Luxembourg Stock Exchange in its capacity as officially
appointed mechanism ("OAM") under the Transparency Law and notified
to the CSSF.
8. ACTION TO BE TAKEN BY SHAREHOLDERS
If you are a Shareholder, you will find enclosed with this
Circular the Form of Proxy for use at the Extraordinary General
Meeting. Whether or not you intend to be present at the
Extraordinary General Meeting, you are asked to complete the Form
of Proxy in accordance with the instructions printed thereon and to
return the Form of Proxy to the Company's Registrar, Mr Jorrit
Crompvoets, Citco REIF Services (Luxembourg) S.A., 20 Rue de la
Poste, L-2346 Luxembourg, to arrive by the time and date specified
on the Form of Proxy.
The completion and return of the Form of Proxy will not preclude
you from attending, speaking and voting at the Extraordinary
General Meeting if you wish to do so.
If you are a Depository Interest holder, you will find enclosed
a Form of Direction, which should be completed and sent to, Capita
Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, United
Kingdom BR3 4TU to be received no later than 11.30 a.m. (CET) on 23
November 2015.
9. RECOMMENDATION
The Board unanimously considers that the Proposals are in the
best interests of Shareholders as a whole. The Board recommends
that Shareholders vote in favour of the Resolutions, as the
Directors intend to do in respect of their own beneficial holdings
of Shares which, in aggregate, amount to 261,000 Shares,
representing approximately 0.1 per cent. of the issued Shares of
the Company.
Yours faithfully
Tom Chandos
Chairman
DEFINITIONS
"Articles" the articles of the Company
in force from time to time
"Board" or "Directors" the board of directors of the
Company whose names are set
out on page 2 of this Circular
"Circular" this document
"Company" Invista European Real Estate
Trust SICAF
"CREST" the system for paperless settlement
of trades and the holding of
uncertificated securities administered
by Euroclear
"Depository" Capita IRG Trustees Limited
"Depository Interest a holder of a Depository Interest
Holder"
"Depository Interests" interest in the Shares held
through the Depository
"Extraordinary the extraordinary general meeting
General Meeting" of the Company convened for
or "EGM" [time] on [date] at the Company's
registered office, 11-13, Boulevard
de la Foire, L-1528 Luxembourg
(or any adjournment thereof),
notice of which is set out at
the end of this Circular
"Form of Direction" the form of direction for use
at the Extraordinary General
Meeting
"Form of Proxy" the form of proxy for use at
the Extraordinary General Meeting
"HMRC" HM Revenue & Customs
"Liquidator" Fund Solution SCA, a partnership
limited by shares (société
en commandite par actions),
incorporated and existing under
the laws of Luxembourg, having
its registered office at 1 Cote
d'Eich, L-1450 Luxembourg, registered
with the Registre de Commerce
et des Sociétés in
Luxembourg under number B 154626
and represented for the purposes
of the liquidation of the Company
by Mr Christophe Cahuzac, residing
professionally in Luxembourg
and Mr Marek Domagala, residing
professionally in Luxembourg
"London Stock London Stock Exchange plc
Exchange" or "LSE"
"Notice of Extraordinary the notice convening the Extraordinary
General Meeting" General Meeting, as set out
at the end of this Circular
"Main Market" the Main Market of the London
Stock Exchange
"Official List" the official list of the UKLA
"Ordinary Shares" all shares in the capital of
the Company other than Preference
Shares
"Preference Shares" the non-voting preference shares
issued from time to time in
accordance with, and with such
specific rights as set out in,
Article 8 of the Articles
"Registrar" Citco REIF Services (Luxembourg)
S.A.
"Resolutions" the resolutions to be proposed
at the EGM in relation to the
Proposals
"Retention" has the meaning given on page
4 of this Circular
"Shareholders" holders of Shares
"Shares" the Ordinary and Preference
Shares of no par value in the
capital of the Company
"UKLA" the Financial Conduct Authority
acting in its capacity as the
competent authority for the
purposes of Part VI of the Financial
Services and Markets Act 2000
INVISTA EUROPEAN REAL ESTATE TRUST SICAF
(a company organised under the laws of the Grand Duchy of
Luxembourg as a société d'investissement à capital fixe ("SICAF"),
under the form of a société anonyme ("SA") with registered number
B108.461)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of
the Company will be held at 20 rue de la Poste, L-2346 Luxembourg
at 11.30 a.m. on 26 November 2015 to consider and, if thought fit,
to pass the following Resolutions:
RESOLUTIONS
THAT:
1) The Company be put into liquidation and dissolved.
2) Fund Solutions SCA, a partnership limited by shares (société
en commandite par actions), incorporated and existing under the
laws of Luxembourg, having its registered office at 1 Cote d'Eich,
L-1450 Luxembourg, registered with the Registre de Commerce et des
Sociétés in Luxembourg under number B 154626 and represented for
the purposes of the liquidation of the Company by Mr Christophe
Cahuzac, residing professionally in Luxembourg and Mr Marek
Domagala, residing professionally in Luxembourg, be appointed as
liquidator to the Company and granted the broadest powers to manage
the Company for the purposes of its liquidation, including those
powers contained in articles 144 et sequentia of the Law of 10th
August 1915 on commercial companies (as amended).
Save where the context requires otherwise, the definitions
contained in the Circular shall have the same meanings where used
in the Resolution.
By order of the Board Registered office:
Citco REIF Services (Luxembourg) 11-13, Boulevard de la
S.A. Foire
Secretary L-1528
Luxembourg
26 October 2015
Explanatory Notes:
1) The Resolutions require a simple majority of those
Shareholders voting in person or by proxy at the EGM to be
passed.
2) The "Vote Withheld" option is provided to enable Shareholders
to abstain on any particular Resolution. However, it should be
noted that a "Vote Withheld" is not a vote in law and will not be
counted in the calculation of the proportion of the votes 'For' and
'Against' a resolution
3) A Shareholder entitled to attend and vote at the EGM is
entitled to appoint one or more proxies to attend and vote instead
of him or her. A proxy need not be a Shareholder. Completion and
return of the Form of Proxy will not preclude Shareholders from
attending, speaking or voting at the EGM, if they so wish.
4) More than one proxy may be appointed provided each proxy is
appointed to exercise the rights attached to different Shares.
(MORE TO FOLLOW) Dow Jones Newswires
October 27, 2015 12:25 ET (16:25 GMT)
Invista Euro. (LSE:IERE)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Invista Euro. (LSE:IERE)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024