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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Delek Glbl | LSE:DGRE | London | Ordinary Share | JE00B1S0VN88 | ORD 50P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 41.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMDGRE RNS Number : 3199S Delek Global Real Estate PLC 15 May 2009 15 May 2009 Delek Global Real Estate plc ("DGRE" or the "Company") Cancellation of the admission of the Company's shares to trading on AIM Introduction As announced on 5 May 2009, the Scheme of Arrangement ("the Scheme"), details of which were announced on 23 March 2009, did not achieve the requisite approval from Shareholders and therefore the Scheme will not become effective. In line with previous statements made by Delek Belron International Limited ("DBI") in the Scheme Document, following the failure of the Scheme the Board of DGRE received a letter from DBI on 14 May 2009, which requested that a shareholders' meeting be convened to consider a De-Listing. This letter further stated that in the event that the Board did not approve the convening of a shareholders' meeting to consider a De-Listing, DBI would take the necessary legal steps open to it as a shareholder to convene such a meeting. At a meeting of the board of DGRE at 10.30 a.m. on Thursday 14 May 2009, the Directors agreed that such a meeting should be convened. Consequently, a circular will today be sent to shareholders convening an extraordinary general meeting of the Company and setting out the timetable and details of De-Listing. Background to the De-Listing Since the Company's shares were admitted to trading on AIM in April 2007, the price of the Ordinary Shares has fallen significantly and the Ordinary Shares have only briefly traded above their price on admission to AIM. Only a small proportion of the Ordinary Shares are in public hands outside of the control of DBI or Delek Real Estate Limited ("DRE") (DBI's parent company and the direct beneficial holder of 3.5 per cent. of the Company's issued shares), impairing liquidity for the Shareholders. The current economic factors and limited liquidity in the Ordinary Shares have, in the view of the Directors, contributed to the Ordinary Shares trading at a significant discount to appraised net asset value. Since Admission, the Company has incurred significant costs associated with the admission of the Ordinary Shares to trading on AIM; however, to date neither Shareholders nor the Company have received significant benefits from being a publicly traded company, such as increased liquidity and ability to raise funds. Accordingly, before proposing the Scheme to the Board, DBI informed the Directors that it believed the Company would benefit from returning to private ownership. The Scheme proposals were subsequently set out in the circular sent to Shareholders on 24 March 2009 and were amended by the supplementary circular sent to Shareholders on 22 April 2009. As set out in the Scheme circular, DBI informed the Company before the Scheme was proposed that irrespective of whether the Scheme became effective DBI intended to procure the cancellation of the admission to trading on AIM of the Ordinary Shares. As a Shareholder holding approximately 81.5 per cent. of the Company's issued share capital, under the AIM Rules, the Company's articles of association and the Jersey Law, DBI is capable of requisitioning a general meeting to approve a cancellation of the admission to trading of the Ordinary Shares and is capable by voting its Ordinary Shares at such a meeting, therefore ensuring that a resolution to approve the cancellation is passed. Following the Scheme not being approved by the requisite majorities at the meeting of Shareholders held on 5 May 2009 and the Scheme subsequently lapsing, DBI delivered a letter to the Company on 14 May 2009 in which it confirmed that if the Board did not convene a general meeting to consider a resolution to cancel the admission to trading on AIM of the Ordinary Shares it would seek, as the Company's controlling shareholder, to take the steps available to it under the articles of association of the Company and the Jersey Law to requisition such a meeting itself and therefore requested that the Board convene the EGM to seek approval for the De-Listing. In light of the entitlement of DBI under the articles of association of the Company and the Jersey Law to requisition such a meeting by virtue of its shareholding in the Company, the Directors decided after careful consideration at a board meeting held later that day to accede to that request. The De-Listing and its effect on Shareholders and the Company In accordance with Rule 41 of the AIM Rules, the Company has today notified the London Stock Exchange of the proposed De-Listing. The De-Listing is conditional upon the approval of the Resolution by Shareholders voting at the EGM holding not less than 75 per cent. of votes cast by Shareholders at such meeting. Subject to the requisite Shareholder approval being received, the De-Listing is expected to be effective at 7.00am on 17 June 2009. DBI has confirmed to the Company that it intends to vote or procure the vote of all of the Ordinary Shares in which it is interested (representing approximately 81.5 per cent. of all the issued shares in the Company) in favour of the resolution to cancel the Company's admission to trading on AIM at the EGM. Following the De-Listing, the Ordinary Shares will no longer be transferable through CREST and Shareholders who immediately before the De-Listing held Ordinary Shares in uncertificated form will, if they wish to transfer such Ordinary Shares, need to re-materialise those shares. Following the De-Listing, the Company will no longer be required to comply with the AIM Rules in respect of announcing material events or its results and will no longer be required to comply with the corporate governance requirements applicable to AIM companies. In addition, the Company will cease to comply with the Combined Code on Corporate Governance following the De-Listing. The Company will, however, continue to hold annual general meetings in accordance with the applicable statutory requirements and its articles of association and to continue to send Shareholders copies of the company's audited accounts and notices of any Shareholder meetings. On De-Listing, the relationship agreement (the "Relationship Agreement") between the Company, DBI and DRE will terminate automatically. The Relationship Agreement regulates, inter alia, business dealings between Delek Group and the Company and requires there to be at all times a majority of Directors who are independent of DBI and Delek Group. Accordingly, these protections for minority Shareholders will cease to apply with effect from De-Listing. On De-Listing the Company will cease to have a nominated adviser or a broker. Transactions in Ordinary Shares following the De-Listing Following the De-Listing, the Directors do not anticipate moving the Ordinary Shares to an alternative stock exchange in the foreseeable future and, absent any further action from the Company, any transaction in Ordinary Shares undertaken after the De-Listing will only be capable of being undertaken by private sale. Accordingly, the effect of the De-Listing would, in those circumstances, be that the Ordinary Shares would no longer be quoted or tradeable on AIM and Shareholders' ability to deal in their Ordinary Shares readily would likely be substantially reduced. In order to mitigate the effect of the Ordinary Shares no longer being tradeable on AIM, the Company is exploring actively the possibility of affording Shareholders access to an off-market matched bargain facility through which they may be able to buy and sell shares in the Company. If any private transaction in the Ordinary Shares is effected following De-Listing, the parties should contact the Company Secretary at the Company's registered office so that the transaction can be registered by the Company. Recognising that the De-Listing is likely to substantially reduce Shareholders' ability to deal in their Ordinary Shares, the Company is exploring actively the possibility of undertaking a tender offer for its Ordinary Shares following the De-Listing so as to afford Shareholders who wish to realise their investment in the Company an opportunity to do so. It is intended that any tender offer will be undertaken in accordance with the City Code on Takeovers and Mergers ("the Code"). If a decision is made by the Board to undertake such an offer, Shareholders will be contacted with details of any proposal at such time. On certain future changes of circumstance, such as the place of central management and control of the Company moving from Jersey to a jurisdiction outside the UK, the Channel Islands or the Isle of Man, the Code may cease to apply to the Company from such time. Extraordinary General Meeting An EGM is to be held at the offices of DGRE, Second Floor, La Rue des Mielles, St. Helier, Jersey JE2 3QD, at 2.00 p.m. on 9 June 2009, at which the Resolution to approve the De-Listing will be proposed as a special resolution. If this resolution is passed by the requisite majority of Shareholders at the EGM then it is anticipated that the cancellation of the admission to trading on AIM of the Ordinary Shares will become effective at 7.00am on 17 June 2009. Enquiries +----------------------------------------------+----------------------+ | Delek Global Real Estate plc | | +----------------------------------------------+----------------------+ | Howard Stanton, Chairman | +44 (0) 7785 282 150 | +----------------------------------------------+----------------------+ | | | +----------------------------------------------+----------------------+ | Panmure Gordon | +44 (0) 20 7459 3600 | +----------------------------------------------+----------------------+ | Hugh Morgan | | +----------------------------------------------+----------------------+ | | | +----------------------------------------------+----------------------+ | Pelham PR | +44 (0) 20 7337 1500 | +----------------------------------------------+----------------------+ | Alex Walters | | +----------------------------------------------+----------------------+ All defined terms used in this announcement have the same meaning as defined in the circular being sent to Shareholders today. This information is provided by RNS The company news service from the London Stock Exchange END STRCKPKKOBKKKPD
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