Requisition for an Extraordinary General Meeting

 

TIDMDPE 
 
RNS Number : 9035L 
DP Property Europe Limited 
14 May 2010 
 
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14 May 2010 
                Requisition for an Extraordinary General Meeting 
 
                           DP Property Europe Limited 
 
 
The Board of DP Property Europe Limited ("DPPE" or the "Company") hereby 
announces that on 12 May 2010 it received a requisition requiring the Board to 
convene an Extraordinary General Meeting of the Company ("EGM") from Dinu 
Patriciu Global Properties Limited ("DPGP") through its registered 
shareholder. The Board notes that the requisition has not been submitted by the 
correct registered shareholder holding shares on behalf of DPGP; however, the 
Board recognises the clear intention of DPGP and proposes to exercise its power 
to convene an EGM for the purposes set out in the requisition. 
 
The requisition is set out in full in the appendix to this announcement. The 
requisition was made on behalf of a registered shareholder of the Company 
holding 153,907,495 ordinary shares of no par value in the Company ("Shares"), 
representing 73.55 per. cent. of the issued share capital of the Company. 
 
The requisition from DPGP requires, in summary, the following resolutions to be 
considered at the EGM: 
 
·    that Paul Smith and Anthony Foster shall each be appointed as a director of 
the Company with immediate effect; 
·    that David Charles Pinckney, Nicholas David Moss, Christopher Wade Sherwell 
and David Norman Allison shall each cease to be a director of the Company with 
immediate effect; 
·    that the Company cancel the listing of its Shares on the Official List of 
the UK Listing Authority and the trading of its Shares on the main market of the 
London Stock Exchange plc; and 
·    that the Company apply to the Channel Island Stock Exchange ("CISX") for 
the cancellation of the listing of its Shares on the CISX. 
 
The requisition contains a statement announcing a possible offer by DPGP for the 
Shares of the minority shareholders. Accordingly, the Company is now in an offer 
period for the purposes of the City Code on Takeovers and Mergers. 
 
Following the receipt of an indicative proposal on 24 March 2010, the directors 
of the Company, with the exception of Obie Moore (a director of DPGP) (the 
"Independent Directors"), entered into discussions with DPGP and its advisers 
regarding a potential offer for the outstanding Shares not already held by DPGP. 
The indicative proposal being presented to and seeking the support of the 
Independent Directors was a delisting with a potential offer of 7.25p per Share 
in cash, with the transaction to be effected by an Amalgamation under Guernsey 
Law.  During these discussions it was communicated to the Independent Directors 
that if they would not be willing to recommend this indicative proposal, DPGP 
intended to exercise its rights to requisition an EGM in order to remove the 
Independent Directors from the Board.  Following careful consideration, the 
Independent Directors concluded that they were not able to make such a 
recommendation. 
 
The reference above to the price of 7.25p is consequently not being made with 
the agreement of DPGP.  It is emphasised that there can be no certainty that an 
offer will be made by DPGP or what the terms of such an offer will be, including 
whether it will be made at this price. 
 
The Independent Directors, alongside their advisers, are reviewing the details 
of the requisition and the resolutions and will make a further announcement in 
due course and advise shareholders to take no action at this time. 
 
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, DPPE 
confirms that it currently has in issue 209,245,575 Shares. The International 
Securities Identification Number for the Shares is GB00B124YN79. 
 
 
For further information, please contact: 
 
+-----------------------------------+-------------------------+ 
| DP Property Europe Limited        |            01481 745604 | 
+-----------------------------------+-------------------------+ 
| David Pinckney                    |                         | 
|                                   |                         | 
+-----------------------------------+-------------------------+ 
|                                   |                         | 
+-----------------------------------+-------------------------+ 
|                                   |                         | 
+-----------------------------------+-------------------------+ 
| Joint Financial Adviser           |           020 7647 8529 | 
| Spencer House Partners LLP        |                         | 
| Jeremy Sillem                     |                         | 
| Andrew Malcolm                    |                         | 
|                                   |                         | 
+-----------------------------------+-------------------------+ 
|                                   |                         | 
+-----------------------------------+-------------------------+ 
| Joint Financial Adviser and       |           020 7710 7600 | 
| Broker                            |                         | 
| Oriel Securities Limited          |                         | 
| Tom Durie                         |                         | 
| Neil Langford                     |                         | 
+-----------------------------------+-------------------------+ 
|                                   |                         | 
+-----------------------------------+-------------------------+ 
 
 
Oriel Securities Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting for DPPE and no-one else 
in connection with the matters referred to herein and will not be responsible to 
anyone other than DPPE for providing the protections afforded to clients of 
Oriel Securities Limited or for giving advice in relation to such matters. 
 
Spencer House Partners LLP, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting for DPPE and no-one else 
in connection with the matters referred to herein and will not be responsible to 
anyone other than DPPE for providing the protections afforded to clients of 
Spencer House Partners LLP or for giving advice in relation to such matters. 
 
Disclosure requirements of the Takeover Code (the "Code") 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class of relevant securities of an offeree company or of any paper offeror 
(being any offeror other than an offeror in respect of which it has been 
announced that its offer is, or is likely to be, solely in cash) must make an 
Opening Position Disclosure following the commencement of the offer period and, 
if later, following the announcement in which any paper offeror is first 
identified. An Opening Position Disclosure must contain details of the person's 
interests and short positions in, and rights to subscribe for, any relevant 
securities of each of (i) the offeree company and (ii) any paper offeror(s). An 
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made 
by no later than 3.30 pm (London time) on the 10th business day following the 
commencement of the offer period and, if appropriate, by no later than 3.30 pm 
(London time) on the 10th business day following the announcement in which any 
paper offeror is first identified. Relevant persons who deal in the relevant 
securities of the offeree company or of a paper offeror prior to the deadline 
for making an Opening Position Disclosure must instead make a Dealing 
Disclosure. 
 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 
or more of any class of relevant securities of the offeree company or of any 
paper offeror must make a Dealing Disclosure if the person deals in any relevant 
securities of the offeree company or of any paper offeror. A Dealing Disclosure 
must contain details of the dealing concerned and of the person's interests and 
short positions in, and rights to subscribe for, any relevant securities of each 
of (i) the offeree company and (ii) any paper offeror, save to the extent that 
these details have previously been disclosed under Rule 8. A Dealing Disclosure 
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm 
(London time) on the business day following the date of the relevant dealing. 
 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire or control an interest in relevant 
securities of an offeree company or a paper offeror, they will be deemed to be a 
single person for the purpose of Rule 8.3. 
 
Opening Position Disclosures must also be made by the offeree company and by any 
offeror and Dealing Disclosures must also be made by the offeree company, by any 
offeror and by any persons acting in concert with any of them (see Rules 8.1, 
8.2 and 8.4). 
 
Details of the offeree and offeror companies in respect of whose relevant 
securities Opening Position Disclosures and Dealing Disclosures must be made can 
be found in the Disclosure Table on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk, including details of the number of relevant 
securities in issue, when the offer period commenced and when any offeror was 
first identified. If you are in any doubt as to whether you are required to make 
an Opening Position Disclosure or a Dealing Disclosure, you should contact the 
Panel's Market Surveillance Unit on [phone]. 
 
 
                                    Appendix 
 
 
                 DP PROPERTY EUROPE LIMITED 
 (the "Company") 
      Members' Requisition for Extraordinary General Meeting of the Company 
To:       The Board of Directors 
 

           DP Property Europe Limited 
 
           PO Box 255 
 

           Trafalgar Court 
 

           St Peter 
Port 
 

           Guernsey 
 

           GY1 3QL 
12 May 2010 
Dear Sirs, 
Pursuant to section 203 of The Companies (Guernsey) Law, 2008 (as amended), we, 
the undersigned, being members of the Company who, together, hold more than 10 
per cent. of such of the capital of the Company as carries the right of voting 
at general meetings of the Company (excluding any capital held as treasury 
shares), hereby require the board of directors of the Company: 
(a)        to convene an extraordinary general meeting ("EGM") of the members of 
the Company (within twenty-one days after receipt or deemed receipt of this 
requisition) for the purpose of considering and, if thought fit, passing the 
following resolutions, of which resolutions 1 to 7 shall be proposed as ordinary 
resolutions and resolution 8 shall be proposed as a special resolution: 
 
                              ORDINARY RESOLUTIONS 
1.           THAT, in accordance with article 24.4 of the Company's articles of 
incorporation, having consented to act, Paul Smith shall be appointed as a 
director of the Company with immediate effect. 
2.           THAT, in accordance with article 24.4 of the Company's articles of 
incorporation, having consented to act, Anthony Foster shall be appointed as a 
director of the Company with immediate effect. 
3.           THAT, in accordance with article 30.1.7 of the Company's articles 
of incorporation, David Charles Pinckney shall cease to be a director of the 
Company with immediate effect. 
4.           THAT, in accordance with article 30.1.7 of the Company's articles 
of incorporation, Nicholas David Moss shall cease to be a director of the 
Company with immediate effect. 
5.           THAT, in accordance with article 30.1.7 of the Company's articles 
of incorporation, Christopher Wade Sherwell shall cease to be a director of the 
Company with immediate effect. 
6.           THAT, in accordance with article 30.1.7 of the Company's articles 
of incorporation, David Norman Allison shall cease to be a director of the 
Company with immediate effect. 
7.           THAT any person appointed by the board of directors of the Company 
as an additional or replacement director of the Company on and from 30 April 
2010 until the start of the EGM be removed as a director of the Company with 
immediate effect. 
                               SPECIAL RESOLUTION 
8.           THAT: 
8.1         the Company cancel the listing of its issued ordinary share capital 
of no par value in the Company (the "Shares") on the Official List of the UK 
Listing Authority (the "UKLA") and the trading of its Shares on the main market 
of the London Stock Exchange plc (the "UKLA Cancellation"); and 
8.2         the Company apply to the Channel Islands Stock Exchange (the "CISX") 
for the cancellation of the listing of all its Shares on the CISX, to be 
effected contemporaneously with the UKLA Cancellation (the "CISX Cancellation"), 
and that any director or the secretary of the Company be authorised and 
instructed to effect the UKLA Cancellation and the CISX Cancellation in 
compliance with the Listing Rules of the UKLA and the Rules of the CISX to take 
effect not later than 21 business days after the date on which this resolution 
is passed. 
 
(b)        to circulate to the members of the Company who are entitled to 
receive notice of the EGM, prior to the EGM, a circular in compliance with Rules 
LR5.2.5R, LR13.3.1R and LR13.8.8R of the Listing Rules of the UK Listing 
Authority (the "Listing Rules") and otherwise in compliance with all applicable 
requirements of the Listing Rules. 
Yours faithfully, 
 
+-----------------------------------------+-----------------------------------------+------------------+ 
| Signature, name and address of member                                             | Number of Shares | 
|                                                                                   | held by the      | 
|                                                                                   | member           | 
+-----------------------------------------------------------------------------------+------------------+ 
|                                         |                                         | 153,907,495      | 
|                                         |                                         |                  | 
|                                         |                                         |                  | 
| ....................................... | ....................................... |                  | 
| Stuart Guest                            | Thomas Reeg                             |                  | 
| Executive Director                      | Executive Director                      |                  | 
|                                         |                                         |                  | 
+-----------------------------------------+-----------------------------------------+------------------+ 
|                               For and on behalf of                                |                  | 
|                              Bank Morgan Stanley AG                               |                  | 
|                                Bahnhof Strasse 92                                 |                  | 
|                                  CH 8021 Zurich                                   |                  | 
|                          (Reference account 051-59768)                            |                  | 
+-----------------------------------------------------------------------------------+------------------+ 
|                                         |                                         |                  | 
+-----------------------------------------+-----------------------------------------+------------------+ 
 
 
                                    Schedule 
 
Statement regarding the resolutions to be proposed at an extraordinary general 
meeting (the "EGM") of DP Property Europe Limited (the "Company") to be convened 
pursuant to a letter of requisition. 
 
This statement has been issued on behalf of a Shareholder, holding approximately 
73.55 per cent. of the issued ordinary shares of no par value each ("Shares"), 
who has requisitioned the EGM. 
 
Background 
 
The Company (known at the time as Rutley European Property Limited) was floated 
in November 2006 at a price of 100p per Share. 
 
In July 2009, Dinu Patriciu Global Properties Limited ("DPGP") (known at the 
time as Black Sea Global Properties Limited) acquired 73.55% of the Company via 
a recommended public offer  at 7.25p per Share.  The offer document summarised 
DPGP's intentions following a successful offer.  These intentions included 
retaining the Company's listing, restructuring the Company's debt and enlarging 
the Company's portfolio through strategic acquisitions.  DPGP's commitment to 
retaining the listing was illustrated following the takeover by DPGP selling 
down from 75.56% to 73.55% in order to meet the free float requirements provided 
by the Listing Rules. 
 
DPGP's Objectives 
 
It has become clear to DPGP that its objectives of restructuring the Company's 
debts and enlarging the Company's portfolio through strategic acquisitions 
cannot be achieved satisfactorily while the Company remains listed. 
 
DPGP therefore intends to seek a de-listing of the Company and replace its 
independent directors at the EGM. 
 
In order to offer liquidity to the minority Shareholders, following the EGM, 
given the impending de-listing DPGP is currently considering launching an offer 
to be implemented either by way of an amalgamation under Guernsey law or by way 
of a contractual offer under The City Code on Takeovers and Mergers (the 
"City Code") or otherwise.  DPGP would like to emphasise that there can be no 
certainty that an offer for the Company will be forthcoming. A further 
announcement will be made in due course if appropriate. This statement does not 
constitute an announcement of a firm intention to make an offer under Rule 2.5 
of the City Code. 
 
A Guernsey law amalgamation is a process implemented pursuant to a Shareholder 
vote which, to proceed, requires (amongst other things) a resolution approved by 
75% of those Shareholders who vote.  DPGP would be entitled to vote its Shares 
in relation to any amalgamation proposal.  Should the amalgamation be approved, 
all of the Shareholders would be bound by the amalgamation and would receive the 
offer price per Share in cash.  The amalgamation would result in 100% of the 
Company being owned by the offeror. 
 
Reasons to Vote in Favour 
 
DPGP believes that Shareholders in the Company should vote in favour of the 
proposed resolutions for the following reasons: 
 
·       as a public company, the Company cannot be effectively restructured and 
recapitalised to unlock value for Shareholders as a whole; and 
 
·       subject to the resolutions being passed at the EGM, DPGP anticipates 
that should any offer be made, it would be at a premium to yesterday's closing 
Share price. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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