PROPOSED CANCELLATION OF ADMISSION TO AIM TRADING

 

TIDMSPNV 
 
RNS Number : 6676C 
Spazio Investment NV 
18 November 2009 
 
18 November 2009 
Spazio Investment N.V. 
("Spazio" or the "Company") 
 
 
PROPOSAL FOR CANCELLATION OF ADMISSION TO TRADING ON AIM AND NOTICE OF 
EXTRAORDINARY GENERAL MEETING 
 
 
The Company today announces that it has called an Extraordinary General Meeting 
to seek approval from Shareholders and Depository Interest Holders for: (i) the 
cancellation of the admission to trading on AIM of the Shares (the 
"Cancellation"); (ii) the amendment of the Company's articles of 
association; (iii) an amendment of the Company's remuneration policy; (iv) the 
acceptance of the resignations and the discharge of liability of John Duggan, 
Roy Dantzic and Richard Mully's performance of their duties as directors of the 
Company; and (v) the appointment of Andrew Shepherd, Colin Kingsnorth and Rhys 
Jones to the Board. Proposals (ii) and (iii) are conditional on the Cancellation 
becoming effective. 
In accordance with Rule 41 of the AIM rules, the cancellation of the Company's 
listing is conditional on the consent of not less than 75 per cent. of votes 
cast by shareholders at the general meeting. 
The Extraordinary General Meeting will be held at 11.00 a.m. (CET) on 3 December 
2009 at Facility Point WTC Schiphol World Trade Center BV, Schipholboulevard 
127, Tower A4, 1118 BG Schiphol, The Netherlands.Pursuant to AIM Rule 20, a copy 
of the Company's shareholder circular which contains the EGM Notice will shortly 
be available on the Company's website www.spazioinvestment.com. 
The Cancellation is expected to become effective as at 7.00 a.m. (London time) 
on 16 December 2009. 
REASONS FOR SEEKING THE CANCELLATION 
Having carefully considered separate requests for a Cancellation from the Laxey 
Group and Pirelli RE and having reviewed the Company's current position and 
consulted with the Company's advisers, the Board has concluded that it is no 
longer in the Company's best interests to maintain the admission to trading on 
AIM of the Shares. The key factors the Board has considered in recommending the 
Cancellation include: 
  *  The costs involved in maintaining the Company's listing of Shares on AIM. 
  *  The considerable legal and regulatory burden involved in maintaining the 
  Company's admission to trading on AIM relative to the benefits to the Company. 
  *  Over 90 per cent. of the Shares are controlled by two Shareholders. 
 
STRATEGY FOLLOWING THE CANCELLATION 
Shareholders and Depository Interest Holders should be aware that following the 
Cancellation, it is currently the intention of TEI to, in conjunction with the 
amendment of Pirelli RE's terms of engagement, introduce additional resources 
and work closely with Pirelli RE SGR to support it in its activity with a view 
to facilitate the Fund's disposal process. It is currently anticipated that 
these resources will be provided by a subsidiary of Celtic Property Developments 
SA ("Celtic"). The Laxey Group holds, in aggregate, 29.69 per cent. of the 
issued share capital of Celtic. 
It is currently anticipated that both Celtic and Pirelli & C. Real Estate Agency 
S.p.A. will be instructed to procure purchasers and tenants on the disposal and 
leasing of assets (as appropriate) and so it is expected that a co-agency 
mandate will be granted to Celtic and Pirelli & C. Real Estate Agency S.p.A. 
Celtic is also expected to provide consultancy services associated with the 
future development of the business plan for Spazio and also advice on potential 
cost and efficiency savings within the Spazio structure. 
There is likely to be an increase in the fees payable by the Company in order 
to, inter alia, compensate appropriately the relevant subsidiary of Celtic. The 
additional fees that are currently expected to be introduced are as follows: 
  *  a consultancy fee of approximately 0.35 per cent. on the aggregate value of the 
  Fund payable to Celtic; and 
  *  an increase in the corporate management fee payable to Pirelli RE of 
  approximately 0.08 per cent. and the removal, with effect from 2010 onwards, of 
  the cap of EUR 530,000 on this fee. 
 
It is the intention that, following the Cancellation, Pirelli RE, TEI and the 
Company will enter into a shareholders' agreement to regulate certain rights and 
obligations of Pirelli RE and TEI with respect to the Company and its ownership 
and governance. The agreement shall include provisions which are customary for 
transactions of this kind between experienced investors taking into account the 
respective parties' shareholding in Spazio. 
The above arrangements are subject to ongoing negotiation and the entering into 
of definitive legal agreements. 
ARRANGEMENTS WITH TEI FOR THE PURCHASE OF SHARES 
Notwithstanding the fact that the Laxey Offer has closed, the Company has been 
informed by TEI that (without legal obligation on its part) it is prepared to 
"stand in the market" and purchase further Shares at or below the Offer Price of 
EUR 5.125 per Share. Please note that this arrangement is totally discretionary 
on the part of TEI and should not be taken as a formal offer for all or any 
Shares and is capable of being withdrawn by TEI at any time. If you wish to take 
advantage of this arrangement you are recommended to consult with an 
appropriately authorised independent financial adviser. Subject thereto, 
Shareholders/Depository Interest Holders and/or their brokers who wish to take 
advantage of this opportunity are advised to contact Mr. Paul Glover of Fairfax 
I.S. PLC on [phone], the brokers acting on behalf of TEI. 
AMENDMENT OF THE ARTICLES OF ASSOCIATION 
Shareholders and Depository Interest Holders are also being asked to approve a 
number of amendments to Spazio's articles of association primarily to reflect 
that, subject to the approval of the Cancellation at the EGM, the Shares will no 
longer be admitted to trading on AIM. Furthermore, certain changes are proposed 
to grant a priority share to Pirelli RE with certain rights as long as certain 
criteria are fulfilled. An explanation of the main changes between the proposed 
and the existing articles of association is set out in Part 2 of the Circular. 
amended remuneration policy 
Further to article 19.8 of the Company's articles of association it is proposed 
to amend the remuneration policy of the Company to the extent that after the 
Cancellation no compensation will be paid to any of the Directors other than to 
one board member who shall be entitled to an annual gross salary of EUR60,000. The 
other Directors shall be entitled to reimbursement of reasonable out-of pocket 
expenses incurred in connection with their duties as Directors. 
Appointment of Directors and Acceptance of Resignation of Directors 
The Board proposes that Andrew Shepherd be appointed Director and Chairman of 
the Company and Colin Kingsnorth and Rhys Jones are appointed to the Company's 
Board of Directors. 
(i)    Proposed appointment of Andrew Shepherd 
Andrew Shepherd is currently co-CEO of Celtic Property Developments S.A., a 
Central European property developer concentrating on office and residential 
developments in Poland and the Balkans. Following graduation from Paisley 
University with a degree in Land Economics, Andrew joined Ryden Property 
Consultants in Glasgow. Andrew subsequently worked for three years in Glasgow 
before transferring to the Ryden Prague office which he managed until 1997. In 
1997 Andrew joined DTZ Moscow where he stayed until 1999 before transferring to 
the Warsaw office of DTZ. In 1999 Andrew set up Celtic Asset Management Sp. 
Zo.o. with Rhys Jones. Part of the company was sold in 2002 to IOG Central 
Europe Sp. Zo.o., with the remaining portion being partly sold to Laxey in 2005. 
Celtic Asset Management was consequently amalgamated into Celtic Property 
Developments S.A. in October 2007. During the last five years Andrew has also 
been involved in the setting up, development and in some instances sale of 
various operating companies including Trinity Corporate Services Sp. Zo.o, 
Caledonian Project Management Sp. Zo.o., Central Europe Property Management Sp. 
Zo.o., Savills Central Europe Sp. Zo.o., Celtic Fire Services PTY (Australia), 
and Gentile Wine Ltd (Bosnia Herzegovina). Andrew is a member of the Royal 
Institute of Chartered Surveyors. 
(ii)    Proposed appointment of Colin Kingsnorth 
Colin Kingsnorth started his investment career in 1986 in London with Robert 
Fleming Asset Management, where he worked with two investment trusts, the 
Fleming Enterprise Investment Trust and the Fleming Technology Investment Trust. 
Mr Kingsnorth then became head of investment trust research at Olliff & Partners 
in 1988, where he developed an expertise in corporate finance and corporate 
restructuring and arbitrage. Whilst at Olliff & Partners he was involved in the 
unitisation of a number of investment trusts on behalf of clients and 
reorganised the capital of many more into split capital trusts. In 1991, he 
joined Buchanan Partners Limited where he was involved in managing the Buchanan 
Emerging Markets Fund. In 1985, Mr Kingsnorth (together with Mr Andrew Pegge) 
set up Regent Kingpin Capital Management Limited ("Kingpin") as a joint venture 
with the Regent Pacific Group. Mr Kingsnorth was Chief Executive and Chief 
Investment Officer of Kingpin. The minority stake in Kingpin was sold to the 
majority holder, Regent Pacific Group, in early 1997 leading to the decision to 
form Laxey Partners Ltd in 1999. Laxey Partners Ltd obtained Isle of Man 
authorisation in January 2000. Laxey Partners Ltd has continued the activist 
approach and has been one of the leading activist groups in Europe. Mr 
Kingsnorth holds a BSc in Economics and is an associate member of the Institute 
of Investment Management and Research. 
(iii)    Proposed appointment of Rhys Jones 
Rhys Jones is joint CEO of Celtic Property Developments SA. Rhys started his 
property career at Associated British Ports in Cardiff, Wales as an assistant 
surveyor. He subsequently joined the property valuation department of DTZ in 
Cardiff, before leaving for the Prague office in early 1995 where he became Head 
of Agency. In 1997 he was transferred to Warsaw to become Managing Director. 
Collectively, Rhys worked for DTZ for seven years before setting up Celtic Asset 
Management with Andrew Shepherd in 1999. Today Rhys is involved with the day to 
day management of various projects within the Celtic group of companies. Rhys 
holds a number of board directorships including the Terra Catalyst Fund which 
invests in various quoted property companies throughout Europe. He also has been 
involved in the establishment and ownership of many businesses including IOG 
Central Europe, Trinity Corporate Services, Savills Central Europe, Celtic Fire 
Services Australia, Gentile Wineries and Carlin Developments. He holds a BSc 
(Hons) in Land Administration, and is a fellow of the Royal Institution of 
Chartered Surveyors for which he was also Vice Chairman for Poland for the years 
1999 - 2003. 
Information on the Proposed Directors required by rule 17 and paragraph (g) of 
Schedule Two to the AIM Rules for Companies is set out at Appendix I of this 
Announcement. 
Further to the adoption of the amended remuneration policy, it is anticipated 
that the Board, upon proposal by the Company's remuneration committee, shall 
resolve that, after the Cancellation no compensation will be paid to any of the 
Company's directors other than Mr. Tamburini who shall be entitled to an annual 
gross salary of EUR60,000. 
Furthermore, the Board has received letters of resignation from John Duggan, Roy 
Dantzic and Richard Mully (each of which are conditional on the appointment of 
the Proposed Directors). Accordingly, it is also proposed, subject to the 
appointment of the Proposed Directors, to accept such resignation and grant 
Messrs. Duggan, Dantzic and Mully an honourable discharge from their roles as 
Directors and a discharge for their performance as Directors. 
RECOMMENDATION 
The Board considers the Cancellation to be fair and reasonable and in the best 
interests of the Company and the Shareholders as a whole. Accordingly, the Board 
recommends that you vote in favour of the Cancellation Resolutions to be 
proposed at the Extraordinary General Meeting. The Company has received separate 
indications from TEI (who hold 16,382,798 Shares (equivalent to 71.40 per cent. 
of the Company's issued ordinary share capital)) and Pirelli RE (who hold 
5,063,839 Shares (equivalent to 22.07 per cent. of the Company's issued ordinary 
share capital)) that they will vote in favour of all of the Resolutions. 
 
 
 
 
 
 
Enquiries: 
Deutsche Bank - Nominated Adviser and Financial Adviser+44 20 7545 8000 
Ben 
Lawrence 
 
Oriel Securities - Joint Broker [phone] 
 Richard Crawley 
Brunswick Group LLP [phone] 
Justine McIlroy 
 
 
  APPENDIX I 
INFORMATION ON THE PROPOSED DIRECTORS REQUIRED BY RULE 17 AND PARAGRAPH (G) 
SCHEDULE TWO OF THE AIM RULES FOR COMPANIES 
 
 
The Proposed Directors have been directors of the following companies and/or 
been partners in the following partnerships within the five years prior to the 
date of this Announcement: 
+-------------------------+----------------------------+----------------------------+ 
| Proposed Director       | Current                    | Past                       | 
|                         | directorships/partnerships | directorships/partnerships | 
+-------------------------+----------------------------+----------------------------+ 
| Andrew Shepherd (aged   | Celtic Property            | IOG Central Europe Sp.     | 
| 41)                     | Developments S.A.          | Zo.o.                      | 
|                         | New Europe Land Fund       | Laxey Property             | 
|                         | Ltd                        | Consultants Ltd            | 
|                         | Terra Catalyst Fund        | Celtic Asset Management    | 
|                         |                            | Sp. Zo.o.                  | 
|                         |                            |                            | 
+-------------------------+----------------------------+----------------------------+ 
| Colin William           | Antilles Property          | Novestra AB                | 
| Kingsnorth (aged 46)    | Limited Ceiba              | Izodia PLC                 | 
|                         | International              |                            | 
|                         | Management Ltd             |                            | 
|                         | Ceiba Investments          |                            | 
|                         | Limited Ceiba              |                            | 
|                         | Publications Limited       |                            | 
|                         | LACMA Limited              |                            | 
|                         | LACV Limited               |                            | 
|                         | LAXC Limited               |                            | 
|                         | The Laxey Investment       |                            | 
|                         | Trust Limited, Laxey       |                            | 
|                         | Investors Limited,         |                            | 
|                         | Laxey Partners (GP)        |                            | 
|                         | Limited, Laxey Partners    |                            | 
|                         | (UK) Limited, Laxey        |                            | 
|                         | Partners GP (2) Limited    |                            | 
|                         | Laxey Partners GP (3)      |                            | 
|                         | Limited                    |                            | 
|                         | Laxey Partners GP (4)      |                            | 
|                         | Limited                    |                            | 
|                         | Laxey Partners Limited     |                            | 
|                         | Laxey Worldwide Limited    |                            | 
|                         | Leaf Limited               |                            | 
|                         | LPValue Limited            |                            | 
|                         | Private Equity Investor    |                            | 
|                         | plc RDIR (IOM) Limited     |                            | 
|                         | Terra Catalyst Fund        |                            | 
|                         | Armadillo Investments      |                            | 
|                         | Limited                    |                            | 
|                         | NR Nordic & Russia         |                            | 
|                         | Property Limited           |                            | 
|                         | Laxey Logistics            |                            | 
|                         | Limited.                   |                            | 
+-------------------------+----------------------------+----------------------------+ 
| (Aled) Rhys Jones (aged | Celtic Property            | IOG Central Europe Sp.     | 
| 40)                     | Developments S.A.          | Zo.o.                      | 
|                         | LPC Jersey Ltd             | Laxey Property             | 
|                         | Netta Investments Sp.      | Consultants Ltd            | 
|                         | Zo.o.                      | Celtic Asset Management    | 
|                         | Terra Catalyst Fund        | Sp. Zo.o.                  | 
|                         |                            | New Europe Land Fund       | 
|                         |                            | Ltd                        | 
+-------------------------+----------------------------+----------------------------+ 
No further information in relation to the Proposed Directors' appointments is 
required to be disclosed under rule 17 and paragraph (g) of Schedule 2 of the 
AIM Rules to Companies. 
  APPENDIX II 
DEFINITIONS 
+----------------------------+-------------------------------------------+ 
| "AIM"                    | the market of that name operated by the   | 
|                            | London Stock Exchange                     | 
+----------------------------+-------------------------------------------+ 
| "AIM Rules for Companies"  | the rules for companies applying for      | 
|                            | admission to and whose securities are     | 
|                            | traded on AIM and published by the London | 
|                            | Stock Exchange from time to time          | 
+----------------------------+-------------------------------------------+ 
| "Board" or "Directors" | the directors of the Company              | 
|                            |                                           | 
+----------------------------+-------------------------------------------+ 
| "Cancellation"             | the cancellation of the admission of the  | 
|                            | Shares to trading on AIM                  | 
+----------------------------+-------------------------------------------+ 
| "Cancellation Resolutions" | resolutions 1 to 3 set out in the Notice  | 
|                            | of EGM concerning the proposed            | 
|                            | Cancellation                              | 
+----------------------------+-------------------------------------------+ 
| "Circular"                 | the shareholder circular of the Company   | 
|                            | dated 18 November 2009 (a copy of which   | 
|                            | will shortly be available on the          | 
|                            | Company's website                         | 
|                            | www.spazioinvestment.com)                 | 
+----------------------------+-------------------------------------------+ 
| "Company" or "Spazio"      | Spazio Investment N.V.                    | 
+----------------------------+-------------------------------------------+ 
| "CREST"                    | the computer based system for the         | 
|                            | transfer of uncertificated securities     | 
|                            | operated by Euroclear                     | 
+----------------------------+-------------------------------------------+ 
| "Depository Interest"      | an interest in Shares which, pursuant to  | 
|                            | a depository interest arrangement between | 
|                            | the Company and Capita IRG Trustees       | 
|                            | Limited, is transferable within CREST by  | 
|                            | CREST members                             | 
+----------------------------+-------------------------------------------+ 
| "Depository Interest       | holders of Depository Interests           | 
| Holders"                   |                                           | 
+----------------------------+-------------------------------------------+ 
| "Euroclear                 | Euroclear UK and Ireland Limited          | 
+----------------------------+-------------------------------------------+ 
| "Extraordinary General     | the extraordinary general meeting of the  | 
| Meeting" or "EGM"          | Company convened for 11.00 a.m. (CET) on  | 
|                            | 3 December 2009, notice of which is set   | 
|                            | out on page 16 of the Circular and        | 
|                            | advertised in the Trouw newspaper on 18   | 
|                            | November 2009                             | 
+----------------------------+-------------------------------------------+ 
| "Fund"                     | Spazio Industriale - Fondo Comune di      | 
|                            | investimento immobiliare di tipo chiuso   | 
+----------------------------+-------------------------------------------+ 
| "Laxey Group"              | together, TEI, Laxey Partners, Terra      | 
|                            | Catalyst Fund, LAXC Limited, LP Value     | 
|                            | Ltd, LACV Limited, LACMA Limited, LP      | 
|                            | Alternative LP, Laxey Universal Value LP, | 
|                            | Terra Catalyst LP and any investment fund | 
|                            | under the discretionary management of     | 
|                            | Laxey Partners or its associated          | 
|                            | companies                                 | 
+----------------------------+-------------------------------------------+ 
| "Laxey Offer"              | the cash offer by TEI dated 19 June 2009  | 
|                            | to acquire all of the issued and to be    | 
|                            | issued ordinary share capital of Spazio   | 
|                            | (excluding any Shares held by or on       | 
|                            | behalf of the Laxey Group)                | 
+----------------------------+-------------------------------------------+ 
| "Laxey Partners"           | Laxey Partners Ltd                        | 
+----------------------------+-------------------------------------------+ 
| "London Stock Exchange"  | London Stock Exchange plc                 | 
+----------------------------+-------------------------------------------+ 
| "Notice of EGM"            | the notice of the EGM set out at the end  | 
|                            | of the Circular                           | 
+----------------------------+-------------------------------------------+ 
| "Offer Price"              | EUR 5.125 in cash per Share, being the    | 
|                            | offer price per Share of the Laxey Offer  | 
+----------------------------+-------------------------------------------+ 
| "Pirelli RE"               | Pirelli RE Netherlands B.V.               | 
+----------------------------+-------------------------------------------+ 
| "Pirelli RE SGR"           | Pirelli & C. Real Estate Società di       | 
|                            | Gestione del Risparmio S.p.A.             | 
+----------------------------+-------------------------------------------+ 
| "Proposed Directors"       | Andrew Shepherd, Colin Kingsnorth and     | 
|                            | Rhys Jones                                | 
+----------------------------+-------------------------------------------+ 
| "Resolutions"              | the resolutions set out in the Notice of  | 
|                            | EGM                                       | 
+----------------------------+-------------------------------------------+ 
| "Shareholders"             | holders of Shares and, where the context  | 
|                            | so requires, holders of Depository        | 
|                            | Interests                                 | 
+----------------------------+-------------------------------------------+ 
| "Shares"                   | ordinary shares of EUR 0.20 each in the   | 
|                            | capital of the Company and, where the     | 
|                            | context so requires, the Depository       | 
|                            | Interests                                 | 
+----------------------------+-------------------------------------------+ 
| "TEI"                      | Terra European Investments B.V.           | 
+----------------------------+-------------------------------------------+ 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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