Nanette Real Estate Group N.V.

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act If you have sold or otherwise transferred all of your shares in Nanette Real Estate Group NV, please send this document, together with the accompanying form of proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. Nanette Real Estate Group N.V. PROPOSED CANCELLATION OF ADMISSION TO TRADING ON AIM OF THE ORDINARY SHARES NOTICE OF EXTRAORDINARY GENERAL MEETING You are recommended to read the whole of this document but your attention is drawn in particular to the letter of the chairman of the board which is set out in pages 2 to 4 of this document. This letter explains the background to and reasons for the proposed cancellation of admission of the Company's shares to trading on AIM and contains a recommendation that you vote in favour of the resolution to be proposed at a general meeting of the Company to be held at 12:00 p.m. on 16 September A notice convening a general meeting of the Company, to be held at the Company's office at Rapenburgerstraat 204, 1011MN Amsterdam, The Netherlands at 12:00 p.m. on 16 September 2009 is set out at the end of this document. A form of Proxy for use by Shareholders at the general meeting is enclosed. To be valid, a form of Proxy must be completed in accordance with the instructions set out on it and returned so as to be received at the Company's office as soon as possible and, in any event, so that it is received not later than 11 September The completion and return of the proxy form will not preclude you from attending the general meeting and voting in person if you so wish. If you are a holder of Depositary Interests a form of instruction in connection with the general meeting is enclosed for use. Whether or not you intent to be present at the meeting, you are asked to complete and return the form of instruction in accordance with the instructions printed thereon as soon as possible and, in any event, so that it is received not later than 5 days before the time set for the meeting, The completion and return of the form of instruction will not preclude you from attending and voting at the general meeting. Should you with to attend the meeting and/or vote please ensure the relevant box is completed on the reverse of the form of instruction. 1

2 CONTENTS Page Expected timetable 2 Letter from the Chairman 3 Notice of General Meeting 6 Appendix 1 - Definitions 7 EXPECTED TIMETABLE Posting of circular and form of proxy to shareholders 28 August 2009 Latest time and date for receipt of forms of proxy 11 September 2009 General meeting 12:00 p.m. on 16 September 2009 Expected cancellation of trading of shares on AIM 7:00 a.m. on 25 September

3 LETTER FROM THE CHAIRMAN NANETTE REAL ESTATE GROUP NV Incorporated in the Netherlands with registered number Registered office at Rapenburgerstraat 204, 1011MN Amsterdam, The Netherlands 28 August 2009 Dear Shareholder Proposed Cancellation of Admission of the Company's Ordinary Shares to Trading on AIM Introduction On 21 August 2009 the Company announced that it intends to seek the approval of its Shareholders to cancel the admission of its Ordinary Shares to trading on AIM. The purpose of this letter is to explain the reasons why the Directors are proposing to seek your approval to cancel the admission of the Company's Ordinary Shares to trading on AIM at an extraordinary general meeting ("EGM") of the Company scheduled for 12:00 p.m. on 16 September 2009 at the Company's office at Rapenburgerstraat 204, 1011MN Amsterdam, The Netherlands. Notice of the EGM is set out on page 6 of this document. If you cannot attend the EGM, please find enclosed a proxy form/form of instruction for use in connection with said meeting. Reasons for the Cancellation On 27 June 2006 the Company's Ordinary Shares were admitted to trading on AIM. In light of the current economic crisis, the Company s Board of Directors, has recently reviewed the benefit of the Shares continuing to be traded on AIM. The Directors unanimously agreed that it would be in the best interests of the Company and its Shareholders as a whole for the admission of the Ordinary Shares to trading on AIM to be cancelled primarily for the main following reasons: Undervaluation of the share price The current economic crisis has led to significant falls in the values of the global stock markets, from which the Company is not immune. The susceptibility of the share price due to such market conditions is not to the benefit of the business and in particular hampers the Company's ability to raise funds. In addition, the fact that the Ordinary Shares are undervalued may also adversely affect the Company's business and its ability to receive future financing from financial institutions as it is viewed negatively by the financial institutions lending money to the Company in connection with its current real estate projects. Moreover, the Board believes there is no justification for such undervalued share price in light of the Company's business and financial results. Listing expenses The Company incurs expenses in relation to its listing on AIM, including ongoing AIM fees, Nominated Adviser (NOMAD) fees, CREST fees, PR fees, share register fees and increased legal and 3

4 accounting fees. In light of the Company's efforts to reduce its ongoing costs, including the 10% reduction in salaries and payments to its directors and employees, the Board of Directors believes that the cancellation from trading on AIM would contribute to the Company's cost-saving efforts. Low liquidity It is noted that the trading volume on AIM is very low, and a change is not expected in the foreseeable future. The low trading also affects the Company as it indirectly impacts the share price. Consequently, the Company suffers from a lack of liquidity. The Board has therefore concluded that it is in the best interests of the Company and the Shareholders if the listing on AIM is cancelled. Company strategy following Cancellation If the proposed Cancellation goes ahead, the Company will continue to manage its existing assets and seek additional residential development projects in the territories in which it currently operates and other CEE countries. Effect of the Cancellation on Shareholders Should the proposal be approved at the EGM, the Company's Ordinary Shares will not be quoted on AIM, however, the Company's debentures will continue to be traded on TASE. The Company will therefore continue to provide detailed information to the debenture holders and comply with the disclosure requirements of the TASE, and where the Board considers it to be in the interests of the Company to do so, certain additional information affecting the Company's shareholders will be made available by the Company on its website ( The Company will continue to maintain such corporate governance principles which the Board will consider necessary to ensure an appropriate flow of information to investors. Notwithstanding the Cancellation, the Company will continue to publish annual reports and for as long as its bonds are traded on the TASE, will also continue to produce quarterly reports. These reports will be sent to any shareholder wishing to receive them on request. Share Trading Facility Following Cancellation The Directors of the Company are aware that following the proposed Cancellation Shareholders may still wish to acquire or dispose of their Ordinary Shares and, accordingly, intend to use reasonable endeavours to create and maintain a matched bargain settlement facility. Under such a facility, Shareholders or persons wishing to acquire Ordinary Shares would be able to leave an indication with the matched bargain settlement facility provider that they are prepared to buy or sell at an agreed price. In the event that the matched bargain settlement facility provided is able to match that order with an opposite sell or buy instruction, the matched bargain settlement facility provider would contact both parties and then effect the order. Shareholders who do not have their own broker might need to register with the matched bargain settlement facility provider as a new client. This can take some time to process and, therefore, Shareholders who consider they are likely to avail themselves of this facility are encouraged to commence it at the earliest opportunity. The contact details of the matched bargain settlement facility provider, once arranged, would be made available to Shareholders on the Company's website. It is emphasised that any matched bargain settlement facility would not be a recognised investment exchange, recognised clearing house or regulated market under the Financial Services and Markets Act There is no guarantee of any liquidity in Ordinary Shares traded using such a facility and therefore that Ordinary Shares may be sold when a Shareholder wishes to do so, or at all. Furthermore there is no guarantee that the price set would be reflective of the underlying value or the 4

5 price that could be obtained if the Ordinary Shares were admitted to a recognised investment exchange. It is emphasised that whilst the Directors intend to use reasonable endeavours to create and maintain a matched bargain settlement facility, there is no guarantee of the provision of such a facility. General Meeting Notice convening the EGM to be held at 12:00 p.m. on 16 September 2009 at the office of the Company at Rapenburgerstraat 204, 1011MN Amsterdam, The Netherlands is set out on page 6 of this document. Pursuant to Rule 41 of the AIM Rules, it is the requirement that any cancellation of shares to trading on AIM must be approved by not less than 75% of the votes cast by shareholders at a general meeting (whether present in person or by proxy). Accordingly, the resolution is proposed as a special resolution of the Company. As such, it requires the approval of not less than 75 per cent of the votes cast by the Shareholders at the EGM. Assuming the resolution is approved, it is expected that the cancellation of the admission of the Company's Ordinary Shares to trading on AIM will be effective from 7:00 a.m. on 25 September Action to be taken by Shareholders Shareholders will find enclosed with this document a form of Proxy for use at the EGM. The form of Proxy should be completed in accordance with the instructions set out on it and returned so as to be received at the Company's office not later than 5 days before the time set for the meeting. The completion and return of the proxy form will not preclude you from attending the EGM and voting in person if you so wish. Action to be taken by Depository Interest Holders A form of instruction in connection with the general meeting is enclosed for use. Whether or not you intend to be present at the meeting, you are asked to complete and return the form of instruction in accordance with the instructions printed thereon as soon as possible and, in any event, so that it is received not later than 5 days before the time set for the meeting. The completion and return of the form of instruction will not preclude you from attending and voting at the general meeting. Should you wish to attend the meeting and/or vote please ensure the relevant box is completed on the reverse of the form of instruction. Recommendation The Board believe that the resolution set out in the notice of the meeting is in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the resolution. Yours faithfully Shaul Lotan Chairman 5

6 NANETTE REAL ESTATE GROUP NV (Incorporated in the Netherlands with registered number ) NOTICE OF GENERAL MEETING Notice is hereby given that an extraordinary general meeting of Nanette Real Estate Group N.V. (the "Company") will be held at 12:00 p.m. on 16 September 2009 at the Company's office at Rapenburgerstraat 204, 1011MN Amsterdam, the Netherlands ("EGM") for the following purposes: To consider and, if thought fit, to pass the following resolution which will be proposed as a Special Resolution of the Company: 1. THAT the admission of the Ordinary Shares of Euro 0.02 each in the capital of the Company to trading on the AIM market of London Stock Exchange plc be cancelled and that the directors of the Company be authorised to take all steps which they consider to be necessary or desirable in order to effect such cancellation. Action to be taken by the shareholders not coming to the EGM. A Form of Proxy for use in connection with the EGM is enclosed. Whether or not you intend to be present at the EGM, you are asked to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible and, in any event, so that it is received not later than 5 days before the time set for the meeting. The completion and return of the proxy form will not preclude you from attending the EGM and voting in person if you so wish. Action to be taken by the depositary interest holders not coming to the EGM. A Form of Instruction for use in connection with the EGM is enclosed. Whether or not you intend to be present at the EGM, you are asked to complete and return the Form of Instruction in accordance with the instructions printed thereon as soon as possible and, in any event, so that it is received not later than 5 days before the time set for the meeting. The completion and return of the Form of Instruction will not preclude you from attending the EGM and voting in person if you so wish. Should you wish to attend the meeting and/or vote at the meeting please ensure the relevant box is completed on the reverse of the Form of Instruction. Dated: 28 August 2009 By Order of the Board Adi Ron Company Secretary 6

7 APPENDIX 1 Definitions The following definitions apply throughout this document unless the context otherwise requires: AIM AIM Rules Board of Directors or Directors Cancellation Company EGM Form of Proxy the AIM market operated by the London Stock Exchange plc the AIM Rules for Companies published by the London Stock Exchange plc the board of directors of the Company the cancellation of admission of the Ordinary Shares to trading on AIM becoming effective in accordance with Rule 41 of the Aim Rules Nanette Real Estate Group N.V. the extraordinary general meeting of the Company to be held at 12:00 p.m. on 16 September 2009 at the Company's office at the Rapenburgerstraat 204, 1011MN Amsterdam, The Netherlands. the form of proxy enclosed with this document for use by the Shareholders in connection with the EGM Form of Instructions the form of instruction enclosed with this document for use by Depositary Interest holders in connection with the EGM Nanette Ordinary Shares Shareholders TASE Nanette Real Estate Group N.V. ordinary shares of Euro 0.02 par value each of the Company the holders of the Shares Tel Aviv Stock Exchange 7