Notice of EGM and Cancellation of Admission


 

TIDMNAT 
 
RNS Number : 1585Y 
Nanette Real Estate Group N.V. 
28 August 2009 
 
? 
 
 
 
 
 
 
Nanette Real Estate Group N.V. 
"Nanette" or "the Company" 
 
 
Cancellation of Admission to Trading on AIM and Notice of EGM 
 
Further to the Company's announcement on 21 August 2009 regarding Nanette's 
intention to delist, a circular will today be posted to Shareholders giving 
notice of an EGM at which shareholders will be able to vote on the proposed 
delisting.The EGM is to be held at the Company's office at Rapenburgerstraat 
204, 1011MN Amsterdam, the Netherlands at 12:00 p.m. on 16 September 2009. 
 
 
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 Shares to trading on AIM will be effective from 7:00 
a.m. on 25 September 2009. 
 
 
Reasons for the Cancellation 
 
 
In light of the current economic crisis, the Company's Board of Directors has 
recently reviewed the benefit of the Company's 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 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 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 
(www.nanettegroup.com). 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 2000. 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 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. 
 
 
Pursuant to AIM Rule 20, a copy of the circular and notice of EGM are available 
on the Company's web-site www.nanette.com. 
28 August 2009 
 
 
Enquiries: 
+--+-------------------------+----------------------+ 
| Nanette Real Estate        |                      | 
+----------------------------+----------------------+ 
|  | Shaul Lotan             | + 31 20 778 4141     | 
+--+-------------------------+----------------------+ 
|  | Eyal Keltsh             | + 48 606 141 201     | 
+--+-------------------------+----------------------+ 
| Global Equity IR           |                      | 
+----------------------------+----------------------+ 
|  | Amira Bardichev         | 07956 206270         | 
|  |                         |                      | 
+--+-------------------------+----------------------+ 
| KBC Peel Hunt              |                      | 
+----------------------------+----------------------+ 
|  | Capel Irwin             | 020 7418 8900        | 
+--+-------------------------+----------------------+ 
|  | Anthony Bell            | 020 7418 8900        | 
+--+-------------------------+----------------------+ 
Definitions 
 
 
The following definitions apply throughout this announcement unless the context 
otherwise requires: 
 
AIMthe AIM market operated by the London Stock Exchange plc 
 
AIM Rulesthe AIM Rules for Companies published by the London Stock Exchange plc 
 
 
Board of Directorsthe board of directors of the Company 
or Directors 
 
Cancellation          the cancellation of admission of the Ordinary Shares to 
trading on AIM




                           becoming effective in accordance


with Rule 41 of the Aim Rules 
 
 
CompanyNanette Real Estate Group N.V. 
 
EGM                      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. 
 
 
Nanette Nanette Real Estate Group N.V. 
 
Ordinary Sharesordinary shares of Euro 0.02 par value each of the Company 
 
 
Shareholdersthe holders of the Ordinary Shares 
 
 
TASE Tel Aviv Stock Exchange 
 
 
 
 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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