Notice of Extraordinary General Meeting

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 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 ) 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, 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. 1

2 CONTENTS Page Indicative Timetable of Events... 3 Definitions... 4 Letter from the Chairman of the Company... 7 Notice of Extraordinary General Meeting

3 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. 3

4 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 Board BST Chairman s Letter Company or BCRE CEST CREST CREST Regulations De-Listing Deed of Amendment Depositary Depositary Interest Directors the articles of association of the Company; the board of the Company; British Summer Time; the letter from the Chairman of the Company to the Shareholders contained in this document; BCRE-Brack Capital Real Estate Investments N.V.; Central European Summer Time; 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; the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) as amended; has the meaning assigned thereto in this document; has the meaning assigned thereto in this document; Link Market Services Trustees Limited, an English company limited by shares, number 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; 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; the members of the Board, including both executive and nonexecutive 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 Euronext Admission FCA FSMA has the meaning assigned thereto in this document; has the meaning assigned thereto in this document; the Financial Conduct Authority; Financial Services and Markets Act 2000 (as amended); 4

5 Form of Direction Form of Proxy Group Listing Listing Rules London Stock Exchange or LSE Notice Official List the Form of Direction enclosed with this document for use by Shareholders that hold Depositary Interests in connection with the Extraordinary General Meeting; the form of proxy enclosed with this document for use by Shareholders in connection with the Extraordinary General Meeting; BCRE group of companies; has the meaning assigned thereto in this document; the rules and regulations made by the FCA under Part VI of FSMA as amended from time to time; London Stock Exchange plc; the notice of Extraordinary General Meeting which is set out at the end of this document; 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 Shares the resolutions to be proposed at the Extraordinary General Meeting, details of which are set out in the Notice; the Shares of EUR 0.01 each in the capital of the Company; Shareholder or Shareholders UK UK Listing Authority or UKLA the holder or holders of Shares and/or, as the context requires, Depositary Interests; the United Kingdom of Great Britain and Northern Ireland; the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA. 5

6 Directors, Secretary and Advisers Directors Co-CEO Co-CEO CFO Company Secretary Head office and registered office Broker Legal advisers to the Company as to matters of Dutch law Legal advisers to the Company as to matters of English law Depositary Registrar Harin Thaker (Chairman and Non-executive Director) Moshe Lustig (Non-executive Director) Michiel Olland (Executive Director) Nansia Koutsou Shai Shamir Yiannis Peslikas Viorica Hagagg Barbara Strozzilaan 201, 1083 HN Amsterdam The Netherlands Peel Hunt LLP Moor House 120 London Wall London EC2Y 5ET Loyens & Loeff N.V. Fred. Roeskestraat 100, 1076 ED Amsterdam The Netherlands Norton Rose Fulbright LLP 3 More London Riverside London SE1 2AQ Link Market Services Trustees Limited 34 Beckenham Road Beckenham Kent BR3 4TU Link Asset Services 34 Beckenham Road Beckenham Kent BR3 4TU 6

7 LETTER FROM THE CHAIRMAN OF BCRE-BRACK CAPITAL REAL ESTATE INVESTMENTS N.V. BCRE-Brack Capital Real Estate Investments N.V. Directors: Harin Thaker (Chairman and Non-executive Director) Moshe Lustig (Non-executive Director) Michiel Olland (Executive Director) Registered Office: Barbara Strozzilaan 201, 1083 HN Amsterdam, The Netherlands Dear Shareholder 6 July Introduction Notice of Extraordinary General Meeting 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 as of 6 July 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: NL ) 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. 7

8 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 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 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 8

9 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 9

10 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. AGENDA Opening Closing 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 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) or viorica@brack-capital.com and nansiak@brack-capital.com, as well as on the Company's website ( for the Shareholders and for holders of Depositary Interests issued by Link Market Services Trustees Limited, as Depositary, at 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 10

11 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 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 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 11

12 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: NL ) 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:NL ) 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; 12

13 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. 13

14 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 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 ( 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 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 14

15 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 15

16 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 coentitlement 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 16

17 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 17

18 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