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IERE Invista Euro.

0.30
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Invista Euro. LSE:IERE London Ordinary Share LU0273211432 ORD EUR0.10
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.30 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Invista European Real Estate Trust Adjourned EGM Voluntary Liquidation (2736I)

07/12/2015 5:16pm

UK Regulatory


Invista Euro. (LSE:IERE)
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TIDMIERE TIDMIERP

RNS Number : 2736I

Invista European Real Estate Trust

07 December 2015

7 December 2015

INVISTA EUROPEAN REAL ESTATE TRUST SICAF

(the "Company")

Notice of the Adjourned Extraordinary General Meeting

Voluntary Liquidation of the Company

The Extraordinary General Meeting of the Company convened for 26 November 2015 was adjourned for four weeks by decision of the board of directors of the Company (the "Board") in accordance with the provisions of article 67 (5) of the Luxembourg law of 10 August 1915 on commercial companies, as amended, as a result of certain convening notice and other requirements not having been complied with. The Board today announces the publication of its Circular regarding the voluntary liquidation of the Company and the notice of the Adjourned Extraordinary General Meeting to be held on 28 December 2015 at 1.30 p.m. CET at the offices of Citco REIF Services (Luxembourg) S.A. at Carré Bonn, 20, Rue de la Poste, L-2346 Luxembourg. All defined terms within this announcement are used with the definition applied within the Circular.

Dear Shareholder,

   1.    INTRODUCTION AND BACKGROUND 

The Company announced on 14 September 2015 that, following the expiry of the standstill agreement in relation to certain ongoing events of default with regard to the mezzanine loan facility provided by Islay Investment S.à r.l., an affiliate of Blackstone Real Estate Debt Strategies, ("Islay" or the "Mezzanine Lender") to Invista European Real Estate Holdings S.à r.l. ("IEREH"), Islay had called for repayment of the mezzanine loans by IEREH.

IEREH was not able to repay the loans and Islay called on the guarantee of the loans by the Company. The Company, in turn, was not able to pay the amounts guaranteed.

In accordance with its rights under the mezzanine loan facility documentation (including the related guarantee and security documentation), on 14 September 2015 Islay enforced its security by way of a sale of the Company's entire interests in IEREH, Invista European Real Estate Finance S.à r.l. and Invista European RE Pocking PropCo S.à r.l. (the "Subsidiaries") and any other interests (including intra-group loans) to Artillery Investments S.à r.l., TTNYR Limited, TTNYR Artillery LLP and DPK Artillery LLP (together, the "Purchasers") (the "Enforcement"). The Enforcement involved the transfer of the shares and all debt interests held by the Company in each Subsidiary to the Purchasers.

The Enforcement was conducted in such a way that, although the Company has been released from any further liability under its guarantee and remains solvent, the Board expects that there will be no value for distribution to either the Ordinary or Preference Shareholders. The Company therefore stated in its announcement of 14 September 2015 that it intended, in due course, to publish a shareholder circular convening an extraordinary general meeting at which Shareholder approval would be sought for the delisting and voluntary liquidation of the Company.

Furthermore, following the Enforcement, the Company has continued to meet its ongoing operating costs. On 30 September 2015, the net asset value of the Company was estimated to be less than EUR833,333. The Company's Articles and applicable law provide that if the total net assets of the Company falls below two-thirds of the Company's prescribed minimum capital (being EUR1.25 million), then the Board must submit the question of the Company's dissolution to a general meeting of the Shareholders for which no quorum is prescribed and which shall pass resolutions by simple majority of the Shares represented at the meeting.

Accordingly, following the adjournment of the Extraordinary General Meeting on 26 November 2015 as a result of certain convening and other requirements not having been complied with, by the Notice of the Adjourned Extraordinary General Meeting set out at the end of this Circular, the Board is giving notice of the adjourned general meeting of the Company at which the question of the Company's dissolution will be put to the Ordinary and Preference Shareholders.

In light of the Company's financial circumstances, the Board believes that it is in the best interests of the Company and the Shareholders for the Company to be placed into voluntary liquidation and for the Company's Shares to be delisted from the Official List and their admission to trading on the Main Market to be cancelled. I am therefore writing to you to outline the Board's Proposals, which require the approval of the Shareholders, and further details of which are set out in section 2 below.

This Circular sets out details of, and seeks your approval for, the Proposals and explains why your Board is recommending that you vote in favour of the Resolutions.

   2.    PROPOSALS 

The purpose of this Circular is to give notice to Ordinary Shareholders and Preference Shareholders of the Adjourned Extraordinary General Meeting of the Company to be held at 20 rue de la Poste, L-2346 Luxembourg, at 1.30 p.m. on 28 December 2015, to seek approval from the Shareholders of the Proposals, in accordance with applicable law.

The Board proposes to:

   (i)         put the Company into liquidation and dissolve it; and 

(ii) appoint Fund Solutions SCA, a partnership limited by shares (société en commandite par actions), incorporated and existing under the laws of Luxembourg, having its registered office at 1 Cote d'Eich, L-1450 Luxembourg, registered with the Registre de Commerce et des Sociétés in Luxembourg under number B 154626 and represented for the purposes of the liquidation of the Company by Mr Christophe Cahuzac, residing professionally in Luxembourg and Mr Marek Domagala, residing professionally in Luxembourg, as liquidator to the Company (the "Liquidator") and grant to the Liquidator the broadest powers to manage the Company for the purposes of its liquidation, including those powers contained in articles 144 et sequentia of the Law of 10th August 1915 on commercial companies (as amended),

(together, the "Proposals").

The Proposals set out in this Circular are subject to the approval of Shareholders. Notice of the Adjourned Extraordinary General Meeting at which the resolutions to approve the Proposals (the "Resolutions") will be considered, is set out at the end of this Circular. The Resolutions will, if approved, result in the voluntary liquidation of the Company pursuant to which the Shareholders will realise their Shareholdings in the Company in an orderly and efficient way.

As set out in further detail in section 3 below, only surplus funds (if any) remaining after the Liquidator has settled all liabilities, costs and expenses (including the costs of the Company's liquidation) will be available for distribution to the Shareholders at the conclusion of the liquidation. It should be noted, however, that, as stated in section 1 above, following the Enforcement the Board expects that no value remains in the Company for distribution to the Shareholders and any such surplus is therefore expected to be minimal.

In the event that the Resolutions are not passed at the Adjourned Extraordinary General Meeting, the Board will consider and put forward alternative proposals for the future of the Company. However, it is anticipated that if the Company continues to subsist then its ongoing operating costs will result in the Company becoming insolvent in the near future. The Company would then be highly likely to face mandatory liquidation proceedings, further reducing the prospect of any recovery for the Shareholders.

   3.    APPOINTMENT OF LIQUIDATOR AND LIQUIDATION 

Subject to Shareholder approval of the Resolutions, the Liquidator will be appointed as liquidator to the Company and their remuneration shall be determined by the Company. The appointment of the Liquidator will take effect immediately upon the passing of the Resolutions. Upon the appointment of the Liquidator, all powers of the Board will cease and the Liquidator will be responsible for the affairs of the Company until it is wound up. The Liquidator will wind up the Company in accordance with Luxembourg law, discharge the liabilities of the Company and, following satisfaction of all the creditors of the Company, will divide the surplus assets (if any) of the Company among the Shareholders according to their respective rights and interests in the Company.

After the liquidation of the Company and the distribution of surplus assets (if any) to Shareholders, existing certificates in respect of the Shares will cease to be of value and any existing credit of the Shares in any stock account in CREST will be redundant.

The Liquidator will establish a reserve of such amount as they consider appropriate to meet the Company's liabilities and estimated costs and expenses whilst in liquidation (the "Retention"). The Liquidator estimates that the Retention will amount to approximately EUR250,000. Any surplus funds remaining from the Retention after the Liquidator has settled all liabilities, costs and expenses, will be distributed to Shareholders at the conclusion of the liquidation. Payment will be made by cheque.

   4.    COSTS OF THE PROPOSALS 

It is anticipated that the expenses incurred in relation to the Proposals (including professional advice and the Liquidator's fees) will amount to approximately EUR100,000, which excludes the fees and expenses of service providers in the ordinary course of business up to the date of the Liquidator's appointment in accordance with the terms of their engagement.

   5.    CANCELLATION OF LISTINGS AND THE ADMISSION OF THE SHARES TO TRADING ON THE MAIN MARKET 

Subject to the passing of the Resolutions, the Board has made an application to the London Stock Exchange to cancel the admission of the Shares to trading on the Main Market and application to the UKLA to cancel the listing of the Shares on the Official List, with effect from 30 December 2015.

   6.    ADJOURNED EXTRAORDINARY GENERAL MEETING 

(MORE TO FOLLOW) Dow Jones Newswires

December 07, 2015 12:16 ET (17:16 GMT)

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