Aroundtown SA (IRSH)
Aroundtown SA convening notice to all shareholders
02-Apr-2020 / 11:45 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
*AROUNDTOWN SA*
_Société Anonyme_
40, Rue du Curé,
L-1368 Luxembourg
R.C.S. Luxembourg: B 217868
*CONVENING NOTICE TO ALL SHAREHOLDERS*
All shareholders of Aroundtown SA (the '*Company*') are hereby given notice
upon instruction of the board of directors of the Company (the '*Board of
Directors*') that an
*ORDINARY GENERAL MEETING OF THE COMPANY*
(the '*General Meeting*')
will be held on 6 May 2020, at 11:00 a.m. (Central European Summer Time,
'*CEST*') with the agenda as set out below.
Important information:
In accordance with article 1 (1) of the Grand Ducal Regulation of 20 March
2020 introducing measures concerning meetings in companies and other legal
entities, the Company will not hold a physical meeting. Shareholders may
refer to the section '_Attendance and Registration Procedures_' in this
convening notice for further information.
*AGENDA AND PROPOSED RESOLUTION FOR THE GENERAL MEETING*
Decision to approve a buy-back programme of the Company enabling the
redemption of the Company's own shares.
_Resolution proposed by the Board of Directors: _
'The General Meeting grants all powers to the Board of Directors, with
option to delegate, to buy-back, either directly or through a subsidiary of
the Company, shares of the Company for a period of five (5) years following
the date of the present General Meeting. In particular, the General Meeting
resolves that the aggregate nominal amount of the shares of the Company
which may be acquired may not exceed 20% of the aggregate nominal amount of
the issued share capital of the Company from time to time, at the date of
exercise of the present authorisation.
_In each individual case, the buy-back is to be conducted, at the choice of
the Board of Directors or the management committee, if delegated by the
Board of Directors, (i) through the stock exchange, or (ii) by means of a
purchase offer addressed to all shareholders, or (iii) by means of a public
invitation to submit a sale offer, or (iv) by means of issuing tendering
rights to shareholders. _
_i. To the extent that the buy-back is conducted through the stock exchange,
the repurchase price per share (excluding any ancillary buy-back costs and
without any tax gross-up obligation) paid by the Company may not exceed by
more than 20% or fall short of 50% of the price for a share of the Company
in Xetra trading (or a functionally comparable successor system to the Xetra
system) at the Frankfurt Stock Exchange ascertained on the trading day by
the opening auction; _
ii. To the extent that the buy-back is conducted through a purchase offer
addressed to all shareholders (the '*Offer*'), the repurchase price per
share (excluding any ancillary buy-back costs and without any tax gross-up
obligation) offered and paid by the Company may not exceed or fall short of,
by more than 20% of the average of the closing prices of shares of the
Company in Xetra trading (or a functionally comparable successor system to
the Xetra system) at the Frankfurt Stock Exchange on the last two exchange
trading days before the date of the publication of the Offer. In the event
that a significant change in the share price occurs after the publication of
the Offer, the Offer may be adjusted. In case of an adjustment, the
reference price is the closing price of the last exchange trading day before
the date of the publication of the adjustment, and the 20% limit for
exceeding or falling short shall be applied to this price. In the event that
an Offer is oversubscribed, the buy-back may be conducted in accordance with
the proportion of the shareholdings held by the tendering shareholders in
relation to each other (shareholding quotas) or in accordance with the
proportion of the tendered shares (tendering quotas). In addition, (i) in
order to avoid fraction of shares, rounding may be applied and (ii) a
preferential acceptance of small numbers of shares may be provided for. The
Offer may also stipulate additional conditions;
iii. To the extent that the buy-back is conducted through a public
invitation to all shareholders to submit a sale offer, the Company will
determine a price range per share within which the sales offers can be
submitted. The purchase price per share offered and paid by the Company
(excluding incidental acquisition costs) may not exceed or fall short of, by
more than 20% of the average closing prices of shares of the Company in
Xetra trading (or a functionally comparable successor system to the Xetra
system) at the Frankfurt Stock Exchange on the last two exchange trading
days before the date of the publication of the public invitation to submit a
sale offer. If after the publication of invitation to submit a sale offer
there are significant deviations in the relevant share price, the invitation
to submit sale offer may be adjusted. In case of an adjustment, the relevant
reference price shall be the closing price of the last trading day prior to
the date of the publication of the adjustment. In the event that not all
sales offers of an equal value can be accepted due to the volume limitation,
the buy-back may be conducted in accordance with the proportion of the
shareholdings held by the tendering shareholders in relation to each other
(shareholding quotas) or in accordance with the proportion of the tendered
shares (tendering quotas). In addition, (i) in order to avoid fraction of
shares, rounding may be applied and (ii) a preferential acceptance of small
numbers of shares may be provided for. The public invitation may also
stipulate additional conditions;
iv. To the extent that the buy-back is conducted through issuing tender
rights to the shareholders, these shares can be allocated per share held in
the Company. In accordance with the ratio of the Company's share capital to
the volume of shares to be repurchased by the Company, a correspondingly
fixed number of tender rights entitles the holder to sell one of the
Company's shares to the Company. Tender rights may also be issued in such
manner that one tender right is issued for a number of shares determined on
the ratio of the Company's share capital to the buy-back volume. Fractions
of tender rights shall not be issued and in this case, the corresponding
fractional tender rights shall be excluded. The price or the limit values of
the offered purchase price range (each without incidental acquisition costs)
at which a share can be sold to the Company upon exercising the tender right
is determined in accordance with the provisions of paragraph (iii) above,
with the relevant determination date being that of the publication of the
repurchase offer granting tender rights, and be adjusted as necessary, with
the relevant adjustment date being that of the publication of the
adjustment, if any. The Board of Directors, with option to delegate, shall
determine the details of the tender rights, in particular their content,
term, and, if applicable, tradability.
_The Company is authorized to use the shares that have been or will be
acquired as a result of this authorization or by any other reasons, in
addition to selling them on the stock exchange, for all other legally
permissible purposes, in particular, but not exclusively, for the following
purposes:_
_i. The shares may be sold against cash or against contributions in kind for
any purposes or used in order to fulfil obligations or to secure obligations
or rights to acquire shares in the Company, in particular under convertible
bonds, warrant bonds, profit participation rights and/or participating bonds
or combinations thereof issued by the Company or its Connected Companies as
defined under article 4.4. of the Company's articles of association; or_
_ii. The shares may be offered for acquisition or be promised and/or
transferred, as part of any management incentive programme to employees of
the Company or its Connected Companies, to members of the Company's Board of
Directors or management committee as well as to members of the managing
bodies of its Connected Companies; or_
_iii. The shares may be offered to all shareholders, so that they may
acquire shares of the Company in exchange for the (also partial) assignment
of their claim to the payment of the dividend, which comes into existence
with the resolution of the Company's annual general meeting of shareholders
(scrip dividend). _
_Any acquired shares under the buy-back authorization shall be held by the
Company or by a subsidiary of the Company as treasury shares with their
voting and dividend rights being suspended for the period of time they are
held by the Company or by a subsidiary of the Company and are available for
distribution by the Board of Directors, or the management committee, if
delegated by the Board of Directors, at its full discretion without applying
a principle of equality among shareholders. _
_This authorisation may be exercised by and all powers are granted to the
Board of Directors, with the power to delegate, to ensure the implementation
of this authorization.'_
*QUORUM AND MAJORITY REQUIREMENTS FOR THE GENERAL MEETING*
There is no quorum of presence requirement for the General Meeting. The
agenda items are adopted by a simple majority of the votes validly cast by
shareholders duly present or represented. Each share is entitled to one
vote.
*SHARE CAPITAL AND VOTING RIGHTS*
At the date of convening of the General Meeting, the Company's subscribed
share capital equals EUR 15,363,977.97 and it is divided into 1,536,397,797
shares having a nominal value of EUR 0.01 each, all of which are fully paid
up. The Company's subscribed share capital may vary at the date of the
General Meeting due to capital increase(s).
*AVAILABLE INFORMATION AND DOCUMENTATION*
The following documents will be available for inspection by the shareholders
at the registered office of the Company at 40, Rue du Curé, L-1368
Luxembourg, Grand Duchy of Luxembourg, starting on the day of publication of
this convening notice in the Luxembourg electronic gazette (_Recueil
Electronique des Sociétés et Associations _- RESA) and on the Company's
website at
https://www.aroundtown.de/investor-relations/general-meeting/ogm-2020/ [1]:
(a) full text of any document to be made available by the Company at the
General Meeting including draft resolutions in relation to above agenda
points to be adopted at the General Meeting;
(b) this convening notice;
(c) the total number of shares and attached voting rights issued by the
Company as of the date of publication of this convening notice; and
(d) the Proxy Form (as further mentioned below) in relation to the General
Meeting.
*ATTENDANCE AND REGISTRATION PROCEDURES*
Only shareholders who were holders of record of shares on the fourteenth
(14th) day prior to the General Meeting at midnight, i.e. *on 22 April 2020
at midnight (24:00) CEST* (the '*Record Date*'), can register for,
participate through and vote by proxy at the General Meeting.
In order to participate at the General Meeting, shareholders must provide
the Company with (i) the Record Date Confirmation as indicated below, and
(ii) the duly completed, dated and signed proxy form (the '*Proxy Form*') as
indicated below *at the latest until 4 May 2020 at midnight (24:00) (CEST)*.
Record Date Confirmation: In order to be able to register for, participate
and vote by proxy at the General Meeting, shareholders are obliged to obtain
a confirmation letter (the '*Record Date Confirmation*') issued by the
depository bank that is safe-keeping their shares in the Company stating the
number of shares held by the shareholder on the Record Date. The Record Date
Confirmation must be made in writing and sent by e-mail to
generalmeeting@aroundtown.de or by postal services to Aroundtown SA, Attn.
General Meeting/Jelena Afxentiou, 40, Rue du Curé, L-1368 Luxembourg, Grand
Duchy of Luxembourg.
Attendance / Proxy: In accordance with article 1 (1) of the Grand Ducal
Regulation of 20 March 2020 introducing measures concerning meetings in
companies and other legal entities, *the Company will not hold a physical
meeting*. Shareholders may participate in the General Meeting only by
appointing the secretary of the General Meeting as their proxyholder at the
General Meeting. The shareholder shall duly complete and sign the respective
Proxy Form which can be retrieved from the Company's website at
https://www.aroundtown.de/investor-relations/general-meeting/ogm-2020/ [1]
specifying the number of shares held by the represented shareholder on the
Record Date. The dated and signed Proxy Form shall be sent by e-mail to
generalmeeting@aroundtown.de or by postal services to Aroundtown SA, Attn.
General Meeting/Jelena Afxentiou, 40, Rue du Curé, L-1368 Luxembourg, Grand
Duchy of Luxembourg.
Please note that only persons who are shareholders of the Company at the
Record Date, who have timely submitted the Record Date Confirmation and the
Proxy Form to the General Meeting shall have the right to participate in and
vote at the General Meeting.
*ADDITIONAL IMPORTANT INFORMATION FOR SHAREHOLDERS*
*Transfer of shares after the Record Date*
Shareholders are hereby informed that the exercise of voting rights is
exclusively reserved to such persons that were shareholders on the Record
Date (or their duly appointed proxyholders). Transfer of shares after the
Record Date is possible subject to usual transfer limitations, as
applicable. However, any transferee having become owner of the shares after
the Record Date has no right to vote at the General Meeting.
*Ability to add agenda items or table alternative resolutions *
One or more shareholders holding together at least 5% of the issued share
capital of the Company have the right to add items to the agenda of the
General Meeting and/or to table draft resolutions for items included or to
be included on the agenda of the General Meeting. Any such request must:
- be received by the Company before 14 April 2020 at midnight (24:00) CEST;
- be made in writing and sent by e-mail to generalmeeting@aroundtown.de or
by postal services to Aroundtown SA, Attn. General Meeting/Jelena Afxentiou,
40, Rue du Curé, L-1368 Luxembourg, Grand Duchy of Luxembourg;
- be accompanied by either (a) the text of the new agenda item and/or draft
resolution and a background explanation or (b) an alternative resolution for
an existing agenda item, with a clear identification of the agenda item
concerned, the text of the proposed alternative resolution and a background
explanation;
- include the name of a contact person and a postal address and an e-mail
address and a mobile phone number at which the Company can confirm receipt
within 48 hours; and
- be followed by a confirmation letter issued by the depository bank that is
safe-keeping the shares in the Company, proving that the requesting
shareholder is a shareholder of the Company holding alone or together with
other requesting shareholders at least 5% of the issued share capital of the
Company.
The Company will publish a revised agenda for the General Meeting at the
latest on 21 April 2020.
*Ability to ask questions before and during the General Meeting*
In accordance with article 1 (1) of the Grand Ducal Regulation of 20 March
2020 introducing measures concerning meetings in companies and other legal
entities shareholders' rights to ask questions about items on the agenda of
the General Meeting are restricted and can be ask only before, but not
during, the General Meeting. Shareholders wishing to exercise this right
before the General Meeting must send their questions by e-mail to
generalmeeting@aroundtown.de at least ten (10) business days prior to the
General Meeting together with evidence establishing the holding of shares on
the Record Date. The Company will respond on a best efforts basis to the
questions with respect to the General Meeting, in particular respecting the
good order of the General Meeting and its business interests.
*Publication of voting results*
The results of the vote for each meeting will be published on the Company's
website within fifteen (15) days following the General Meeting. After the
General Meeting, a shareholder can obtain upon request and within a period
not exceeding two months from the date of the vote, confirmation that
his/her vote has been registered and counted by the Company.
For further information you may contact Jelena Afxentiou, telephone: +352
285 7741, email: generalmeeting@aroundtown.de.
_Further information about the processing of data in connection with the
General Meeting is available on the Company's website at
_https://www.aroundtown.de/investor-relations/general-meeting/ogm-2020/
[1]_. _
Luxembourg, 2 April 2020
*Aroundtown SA*
The Board of Directors
ISIN: LU1673108939, XS1227093611, XS1336607715, XS1403685636,
XS1449707055, XS1532877757, XS1540071724, XS1586386739,
XS1649193403, XS1700429308, XS1715306012, XS1761721262,
XS1815135352, XS1753814141, CH0398677689, XS1857310814
Category Code: NOG
TIDM: IRSH
LEI Code: 529900H4DWG3KWMBMQ39
Sequence No.: 56166
EQS News ID: 1013801
End of Announcement EQS News Service
1: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=3277ab5ad2d205310f52d392ce93ad79&application_id=1013801&site_id=vwd&application_name=news
(END) Dow Jones Newswires
April 02, 2020 05:46 ET (09:46 GMT)
