DGAP-News: Wereldhave /
Wereldhave proposes to modernise its anti-takeover measures
28.02.2014 / 07:50
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Schiphol, the Netherlands, 2014-02-28 07:50 CET (GLOBE NEWSWIRE) --
Wereldhave has evaluated its anti-takeover measures and after a stakeholder
consultation, proposes changes to the articles of association to modernise and
simplify the anti-takeover measures. The number of protective measures will be
reduced to one, the issue of protective preference shares. The priority shares
will be abolished. The option to issue preference shares can only be used as a
temporary protective measure that enables a careful weighing of the interests
of all stakeholders. If needed, it also offers time for a good and balanced
reaction, for instance in case of a (public or nonpublic) offer or the
announcement of the intention to make an offer.
The cancellation of all priority shares is proposed, whilst maintaining the
possibility to issue protective (preference) shares to a maximum of 50% of the
issued share capital, calculated after issue.
The current put option for the Foundation for the holding of preference and
priority shares B will be converted to a call option. Upon exercise of the full
call-option, it will not automatically revive. A new call-option will in that
case be requested. The change from a put to a call option improves the
independency of the Foundation, putting the decision to use a protective device
outside the
Company.
In addition, it is proposed to lower the nominal value of ordinary and
preference shares from [Eur] 10 to [Eur] 1 per share. This not only lowers the
cost of
the anti-takeover measures (before and after issue), but also raises the
tax-exempted share premium reserve.
Wereldhave currently is an investment company with variable capital under Dutch
law, which implies that the Board of Management has, amongst others, the
authority to issue and repurchase shares. In view of the change in the Dutch
law on financial supervision in relation to the AIFMD, it is likely that as of
July 22, 2014, listed property companies will not qualify as AIFM. In such
case, the Company will no longer be treated as a financial institution and as a
consequence, lose its status as Investment
Company with variable capital.
The change implies that the Company will then have to modify its articles of
association and that the authority to issue shares will subsequently move to
the Annual General Meeting of Shareholders. The power of attorney to issue
shares will be granted for a period of 18 months, as from the moment the
Company no longer statutory qualifies as a financial institution. The Company
will however retain its tax status as a Dutch REIT.
These changes to the articles of association, and some minor technical items,
will be proposed on the Annual General Meeting, to be held on April 25, 2014 at
10.30 hours.
Information for the press:
Richard W. Beentjes
E richard.beentjes@wereldhave.com
T + 31 20 702 78 33
Information for analysts:
Jaap-Jan Fit
E jaapjan.fit@wereldhave.com
T + 31 20 702 78 43
Click on, or paste the following link into your web browser, to view the
associated documents
https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmen
tId=462000
News Source: NASDAQ OMX
End of Corporate News
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28.02.2014 Dissemination of a Corporate News, transmitted by DGAP - a
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Language: English
Company: Wereldhave
Netherlands
End of News DGAP News-Service
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254954 28.02.2014
DGAP-News: Wereldhave proposes to modernise its anti-takeover measures
| Source: EQS Group AG