DJ Aroundtown Property Holdings Plc. convening notice for Extraordinary General Meeting
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Aroundtown Property Holdings Plc. / Miscellaneous - Low Priority
Aroundtown Property Holdings Plc. convening notice for Extraordinary General
Meeting
11-Aug-2017 / 07:10 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group AG.
The issuer is solely responsible for the content of this announcement.
*AROUNDTOWN PROPERTY HOLDINGS* *PLC*
54B Artemidos Avenue & Nikou Demetriou Corner
Scanner Avenue Tower, 4th Floor, 6027
Larnaca, Cyprus
*NOTICE TO ALL SHAREHOLDERS
Invitation to the Extraordinary General Meeting of the Company*
All shareholders (the '*Shareholders*') of Aroundtown Property Holdings Plc
(the '*Company*') are hereby given notice that the
*EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY*
(the '*EGM*' or '*General Meeting*')
will be held on 13 September 2017, at 9.30 a.m.(Central European Time,
'*CET*')
with the agenda as set out below
at
GSK Luxembourg SA
44, Avenue John F. Kennedy
Entrance A, 2nd floor
L-1855 Luxembourg
Grand Duchy of Luxembourg
Tel. No.: +352 2718 0200
*AGENDA*
_The draft resolutions suggested by the Board of Directors are available on
the Company's website under
_https://www.aroundtownholdings.com/extraordinary-general-meeting.html
[1]_._
_1. _Confirmation of the transfer of the registered office and principal
place of business of the Company from Cyprus to Luxembourg and approval of
the adoption of the Luxembourg nationality without dissolution and full
corporate and legal continuance with immediate effect.
2. Acknowledgement and approval of the report of KPMG Luxembourg, _société_
_cooperative_, having its registered office at 39, Avenue John F. Kennedy,
L-1855 Luxembourg stating that the Company's net asset value is at least
equal to the Company's share capital.
_Shareholders may refer to the preliminary report of KPMG Luxembourg,
_société cooperative_, which is available on the Company's website under
_https://www.aroundtownholdings.com/extraordinary-general-meeting.html [1]_.
This report is provided by KPMG Luxembourg for information purposes of the
shareholders only. KPMG Luxembourg will issue a final report on or about the
date of the EGM in order to provide for an up-to-date assessment of the
Company's net asset value as of the date of the EGM. _
_3. _Decision to adopt the form of a _société anonyme_ under Luxembourg law.
4. Decision to change the name of the Company.
_The Board of Directors suggests to change the name of the Company to
'Aroundtown SA'._
_5. _Decision on the registered office and address of the Company.
6. Decision to amend the corporate object of the Company.
_Shareholders may refer to the draft resolution suggested by the Board of
Directors of the Company which is available on the Company's website under
_https://www.aroundtownholdings.com/extraordinary-general-meeting.html
[1]_._
_7. _Decision to change the form of the shares of the Company to bearer
shares.
8. Decision to fix an authorised share capital and to authorise the Board of
Directors to increase the corporate share capital within the limits of the
authorised share capital to an amount of up to twenty million euro (EUR
20,000,000.00) for a period of five (5) years from the date of the
publication of the deed of the EGM.
9. Decision to approve the report of the Board of Directors pursuant to
article 32-3 (5) of the law of 10 August 1915 on commercial companies, as
amended (the '*Law*'), relating to the possibility of the Board of Directors
to cancel or limit any preferential subscription rights of the shareholders
in relation to an increase of the share capital made within the authorised
capital of the Company.
10. Decision to grant to the Board of Directors as referred to in article
32-3 (5) of the Law all powers to carry out capital increases within the
framework of the authorised capital and to cancel or limit any preferential
subscription rights of the shareholders of the Company on the issue of new
shares.
11. Decision to fully restate the articles of association of the Company.
_Shareholders may refer to the draft articles of association of the Company
available on the Company's website under
_https://www.aroundtownholdings.com/extraordinary-general-meeting.html
[1]_._
_12. _Acknowledgement of the resignations of Mr Reshef Ish-Gur and of Ms
Elena Koushos as directors of the Company and granting of discharge.
13. Renewal of the mandate of Ms Jelena Afxentiou, Mr Andrew Wallis, Mr
Oschrie Massatschi as directors of the Company, renewal of the mandate of Mr
Markus Leininger as independent director of the Company, appointment of Mr
Markus Kreuter and Mr Axel Froese as independent directors of the Company
and appointment of Mr Frank Roseen as new director of the Company, with all
directors' mandates expiring on the date of the annual general meeting of
shareholders to be held in 2018.
14. Decision to appoint KPMG Luxembourg, _société cooperative_, having its
registered office at 39, Avenue John F. Kennedy, L-1855 Luxembourg as
approved independent auditor (_cabinet de revision agréé_) whose mandate
will automatically expire on the date of the annual general meeting of the
shareholders of the Company to be held in 2018 and to accept the resignation
of the previous auditor, KPMG Limited, Millenium Lion House, 1 G. Aradippou
Str., 6016, Larnaca, Cyprus, with immediate effect.
15. Decision to renew and expand the authorisation of the Board of Directors
to issue up to eight million and five hundred thousand (8,500,000) shares
with a nominal value of one cent (EUR 0.01) each under the authorized share
capital pursuant to article 7 of the restated articles of association of the
Company, to be paid up either (i) by incorporation of profits or reserves
into capital without further approval of the general meeting of shareholders
in connection with a share option programme for salaried staff members
and/or directors of the Company or Connected Companies in accordance with
article 32-3 (5bis) of the law of 10 August 1915 on commercial companies, as
amended or (ii) in cash or by contribution in kind in case of other
management incentive schemes or share option agreements, the terms and
conditions of which shall be determined by the Board of Directors.
16. Power of attorney to GSK Luxembourg S.A. and Koushos Korfiotis
Papacharalambous LLC.
*ENTITLEMENT TO PARTICIPATE IN THE EXTRAORDINARY GENERAL MEETING *
In order to be able to attend and vote at the EGM, a copy of the duly
completed, dated and signed Attendance and Proxy Form (as defined below)
must be timely submitted:
(i) by e-mail to elena.afxentiou@aroundtownholdings.com or by postal
services to 54B Artemidos Avenue & Nikou Demetriou Corner Scanner Avenue
Tower, 4th floor, 6027, Larnaca, Cyprus; and
(ii) to BNP Paribas Securities Services, via the usual procedures of
Euroclear and Clearstream.
Shareholders may confirm that the documents as mentioned above have been
successfully received by the Company by calling *00357 24 201312* between
9.00 a.m. and 6 p.m. (local time) on business days.
*The right to participate in and vote at the EGM is granted only to persons:
*
*(i) who are Shareholders of the Company as at the Record Date, i.e., as at
30 August 2017 at midnight 12.00 p.m. (CET), and appearing as Shareholders
as at the Record Date in the records of Euroclear and/or Clearstream, as the
case may be; *
*(ii) who have timely delivered and submitted the completed Attendance and
Proxy Form at the latest until 11 September 2017 at 9.30 a.m. CET; and *
*(iii) who bring proof of their identity (valid passport or identity card)
to the EGM.*
*ATTENDANCE AND REGISTRATION PROCEDURES *
1. The General Meeting shall not validly deliberate unless at least one half
of the Company's share capital is present or represented. If this condition
is satisfied, the resolutions may be adopted only by a majority of at least
two thirds of the votes cast.
2. Each Shareholder (physical or legal) as appearing in the records of the
Company and as reflected in the records of Euroclear Bank SA/NV, 1 Boulevard
du Roi Albert II, B-1210 Brussels, Belgium ('*Euroclear*') or Clearstream
Banking SA, 42, Avenue John F. Kennedy, L-1855 Luxembourg, Luxembourg
('*Clearstream*') as at the Record Date (as defined below) will be
considered to be a Shareholder and will be entitled to participate and vote
in the General Meeting, either in person or via a proxy representative
provided that the attendance and registration procedures as set out in this
section are met. Each ordinary share is entitled to one vote.
3. Only Shareholders who were holders of record shares on the fourteenth
(14th) day prior to the EGM, i.e., on 30 August 2017 at midnight 12.00 p.m.
(CET) (the '*Record Date*') can register for, participate in and vote at the
EGM, provided that the attendance and registration procedures as set out in
this section are met.Any shareholder having become owner of the shares after
the Record Date has no right to vote at the EGM. The Record Date has been
set by the Company in accordance with Luxembourg laws, as the EGM will be
held in Luxembourg in front of a Luxembourg notary and in accordance with
the shareholders' resolutions adopted at the Cyprus EGM. At the Cyprus EGM,
the shareholders of the Company resolved that the Company shall migrate from
Cyprus to Luxembourg under the condition precedent that the Registrar's
Consent will be obtained. Having obtained the Registrar's Consent on 26 July
2017, the Company considers the condition precedent to be fulfilled. As a
consequence, the Company considers the application of Luxembourg laws in
connection with the convening and holding of the EGM, as far as such laws
differ from Cyprus laws, as being in line with the shareholders' resolutions
adopted at the Cyprus EGM on 7 April 2017 and in the best interest of the
(MORE TO FOLLOW) Dow Jones Newswires
August 11, 2017 01:11 ET (05:11 GMT)
Company's shareholders.
4. Electronic means of communication shall not be used for the participation
and voting at this EGM of the Shareholders. The Shareholders must attend the
General Meeting in person or via a proxy representative, at the place where
the meeting will be held.
5. The Shareholders who are not able to attend the EGM in person may appoint
a proxyholder who can be a third party (such third party does not need to be
a Shareholder of the Company). If a Shareholder owns shares of the Company
which are held in more than one investor share code, then the Shareholder
may appoint separate proxyholders for the shares appearing in each investor
share code. Shareholders who appoint a person as a proxy to vote on their
behalf, but wish to specify how their votes be cast, should indicate
accordingly in the relevant boxes on the Attendance and Proxy Form (as
defined below). A proxy holder holding proxies from several Shareholders may
cast votes differently for each Shareholder.
6. The Shareholders who plan to attend the EGM in person or by appointing a
proxy representative shall duly complete and sign the attendance and proxy
form, available on the Company's website at
https://www.aroundtownholdings.com/extraordinary-general-meeting.html [1]
(the '*Attendance and Proxy Form*').
At the latest until 11 September 2017 at 9.30 a.m. CET (the '*Cut-Off
Time*'), the dated and signed Attendance and Proxy Form shall be:
(i) delivered by e-mail to elena.afxentiou@aroundtownholdings.com or by
postal services to 54B Artemidos Avenue & Nikou Demetriou Corner Scanner
Avenue Tower, 4th floor, 6027, Larnaca, Cyprus; and
(ii) submitted to BNP Paribas Securities Services ('*BNP*'), via the usual
procedures of Euroclear and Clearstream.
In addition, the Shareholders who plan to attend the EGM in person or by
appointing a proxy representative shall provide at the latest until the
Cut-Off Time satisfactory proof of the Shareholder's shareholding either by
e-mail to elena.afxentiou@aroundtownholdings.com or by postal services to
54B Artemidos Avenue & Nikou Demetriou Corner Scanner Avenue Tower, 4th
floor, 6027, Larnaca, Cyprus. Satisfactory proof shall be either a document
issued by the bank or the professional securities' depository or the
financial institution where the shares are held on deposit, which indicates
the Shareholder's name and the number of shares held by that Shareholder as
at the Record Date (the '*Record Date Confirmation*').
7. Additional information for Shareholders holding their shares through a
commercial bank, securities broker, custodian or other qualified
intermediary (each an '*Intermediary*'):
7.1. The Shareholders holding their shares through an Intermediary must
instruct and/or ensure that the Intermediary delivers the Proxy and
Attendance Form to BNP and to the Company in accordance with this section at
the latest until the Cut-Off Time.
7.2. The Shareholders whose shares are registered in the name of an
Intermediary, are advised to check with their Intermediary whether such
Intermediary applies different deadlines for any of the events specified
above, and then to adhere to such deadlines if such deadlines are prior to
the Cut-Off Time;
7.3. The Shareholders who have their shares registered in the name of an
Intermediary and intend to participate in the EGM, shall be deemed to have
given authority to Euroclear or Clearstream, Luxembourg and/or to Euroclear
France to disclose their identity to the Company and to BNP upon the
submission of the relevant Proxy and Attendance Form.
8. A legal entity which is a Shareholder may by resolution of its directors
or other governing body appoint such person as it thinks fit to act as its
representative at the EGM or any adjournment thereof and the person so
authorized shall be entitled to exercise the same powers on behalf of the
legal entity which he represents as that corporation could exercise if it
were an individual member of the Company. The Attendance and Proxy Form must
be executed by the person appointing the proxy or on that person's behalf,
by an officer (if it is a corporation), agent or attorney, duly authorised
in writing.
*VOTING PROCEDURES AT THE GENERAL MEETING*
1. At the date of convening of the EGM, the Company's subscribed share
capital equals to EUR 8,723,102.38 and it is divided into 872,310,238 shares
having a par value of EUR 0.01 each, all of which are fully paid up. Each
share is entitled to one vote.
2. The proposed resolutions at the EGM will be decided by way of a poll. The
resolutions proposed at a general meeting would ordinarily be voted on a
show of hands. However, the chairman of the EGM can require the resolutions
to be put to a poll so that Shareholders' views can be carefully recorded.
3. The resolutions may be adopted only by a majority of at least two thirds
of the votes cast and only if one half of the Company's share capital is
present or represented.
4. In the event that a shareholder does not vote on a particular resolution,
then it is considered as an abstention (it is not calculated) for counting
the votes for the specific resolution.
*MINORITY RIGHTS AT THE GENERAL MEETING*
1. One or more shareholders holding together at least 5% of the issued share
capital of the Company, representing at least 5% of the total voting rights
of all shareholders entitled to vote at the meeting, have the right to put
items on the agenda of the EGM and/or to table draft resolutions for items
included or to be included on the agenda of the EGM. Any such request must:
· be received by the Company before 22 August 2017;
· be made in writing and sent by e-mail to
elena.afxentiou@aroundtownholdings.com or by postal services to Aroundtown
Property Holdings Plc, 54B Artemidos & Nikou Demetriou Scanner Avenue
Tower, 6027 Larnaca, Cyprus;
· be accompanied by a justification or a draft resolution to be adopted at
the EGM;
· include the name of a contact person and a postal address or e-mail
address at which the Company can confirm receipt within 48 hours; and
· be followed by a Record Date Confirmation (as defined above under
Attendance and Registration Procedures), proving that the requesting
shareholder is a shareholder of the Company on the Record Date (as defined
above under Attendance and Registration Procedures) holding alone or
together with other requesting shareholders at least 5% of the issued
share capital of the Company.
2. Shareholders and/or their proxies have a right to ask questions related
to items on the agenda and to receive answers to those questions by the
Board of Directors of the Company, subject to any reasonable measures that
the Company may take in order to ensure the identity of the Shareholders.
The Company may provide one overall answer to questions having the same
content.
Before the EGM, Shareholders may submit questions made in writing and sent
by e-mail to elena.afxentiou@aroundtownholdings.com or by postal services to
Aroundtown Property Holdings Plc, 54B Artemidos & Nikou Demetriou Scanner
Avenue Tower, 6027 Larnaca, Cyprus. Any such question must be received by
the Company not later than on 8 September 2017 and be accompanied by
sufficient proof that the requesting shareholder is a shareholder of the
Company on the Record Date (as defined above under Attendance and
Registration Procedures).
*OTHER INFORMATION AND AVAILABLE DOCUMENTS*
The following documents/information will be available at the registered
office of the Company, Aroundtown Property Holdings Plc, 54B Artemidos &
Nikou Demetriou Scanner Avenue Tower, 6027 Larnaca, Cyprus, and the
Company's website at
https://www.aroundtownholdings.com/extraordinary-general-meeting.html [1]:
i) the convening notice of the EGM of the Shareholders of the Company,
including the draft resolutions proposed by the Board of Directors;
ii) the draft Articles of Association to be adopted at the EGM;
iii) the total number of shares and voting rights as at the date of the
present convening notice;
iv) a copy of the Attendance and Proxy Form (as defined above under
Attendance and Registration Procedures).
v) the list of the directors and the independent auditor;
vi) the Board of Directors report pursuant to article 32-3 (5) of the law of
10 August 1915 on commercial companies, as amended; and
vii) the preliminary agreed-upon procedures report of KPMG Luxembourg,
_société cooperative_, in relation to the net assets of the Company, which
shall be replaced with an updated final report on or about 13 September
2017.
Dated: 9 August 2017
By the order of the Board of Directors
Cleo Koushos-Cros for
KKLAW SECRETARIAL LIMITED
Secretary
The EQS Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de/ukreg
Language: English
Company: Aroundtown Property Holdings Plc.
Artemidos & Nikou Dimitriou, 54 B
6027 Larnaca
Cyprus
Phone: +357 2420 1312
E-mail: info@aroundtownholdings.com
Internet: www.aroundtownholdings.com
ISIN: CY0105562116, XS1508392625, XS1227093611, XS1336607715,
XS1403685636, XS1449707055, XS1532877757, XS1540071724,
XS1586386739, XS1649193403, XS1634523754
WKN: A14QGA, A1871P, A1Z07A, A18V71, A180VY, A1839S, A1899S,
A19A2V
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Stuttgart; Dublin, Paris
Category Code: MSCL
TIDM: IRSH
Sequence No.: 4522
End of Announcement EQS News Service
600775 11-Aug-2017
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(END) Dow Jones Newswires
August 11, 2017 01:11 ET (05:11 GMT)
