Notice convening an extraordinary general meeting in Russian Real Estate Investment Company AB (publ)
(Thomson Reuters ONE) -
Russian Real Estate Investment Company AB (publ) (the "Company") will hold an
extraordinary general meeting on Wednesday the 5(th) of May 2010, at 16.00 in HQ
Bank's premises on Norrlandsgatan 15 entrance D, Stockholm.
Right to participate at the extraordinary general meeting and notices
Those who are registered as shareholders in the share register kept by Euroclear
Sweden AB by 28 April 2010 and who have given notice of their participation at
the general meeting to the Company no later than 28 April 2010 before 16.00 may
participate at the general meeting. Notice may be given by telephone on weekdays
between 10.00 and 16.00 at telephone number 08-509 00 102. Notice may also be
given in writing to Russian Real Estate Investment Company AB (publ),
Hovslagargatan 5 B, 111 48 Stockholm, or by fax at telephone number
08? 611 77 99. Upon notice; name, personal identification number or company
registration number, address and telephone number and any assistants (not more
than two), shall be given. Shareholders that are represented by counsel shall
issue a power of attorney for the counsel which shall be presented in an
original copy. If a power of attorney is issued by a person, a certified copy of
the certificate of registration for the person shall be enclosed. A power of
attorney may not be older than one year at the day of the general meeting.
In order to be allowed to participate at the general meeting, those who have
registered their shares in the name of a nominee must, request to be entered
into the share register by 28 April 2010. Such registration may be temporary.
Shareholders who wish to register their shares in their own names must give
notice to their nominees in due time.
Proposed agenda
1. Opening of the meeting and election of chairman of the meeting
2. Drawing up and approval of voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Decision on whether the meeting has been duly convened
6. The board's decision and proposal for decision due to new issues
a) Decision on amending § 3 and § 4 in the articles of association
b) Decision on a cash new issue with pre-emption right for the
shareholders
c) Decision on approval of the board's decision of a directed new issue to
certain creditors with a right to set-off for them
d) Decision on giving the board authorization to make new issues
7. Other issues
8. Closing of the meeting
Item 6
The board's decision and proposal for decision in connection with new issues for
execution and financing of the Company's composition
The board proposes that the general meeting adopts the following resolution in
connection with new issues in the Company:
A Decision on change of § 3 and § 4 in the articles of
association
B Decision on a cash new issue with pre-emption right for the
shareholders
C Decision on approval of the board's decision of a directed
new issue to certain creditors with a right to set-off
D Decision on giving the board authorization to make new
issues
The general meeting's resolution under items (A) to (D) shall be adopted through
one decision. The resolution is only valid if it is supported by shareholders
with at least two thirds (2/3) of both the given votes and of the shares that
are represented at the general meeting. The Company has 11,363,096 shares and
the total number of votes are 23,335,490.
The decision on a cash new issue under B concerns the financing of the
composition. The decision on a directed set-off issue under item C concerns the
execution of a part of the Company's composition, alternative no 1, to the
Company's creditors. The decisions regarding issues under B and C and the
authorisation under D are conditioned by the amendment of the articles of
association. Decisions by the board or the general meeting under this item 6 are
further conditioned by that the composition gains legal force.
A Amendment of the articles of association
The board proposes that the general meeting decides that the limits for share
capital and number of shares in §3 and § 4 in the articles of association are
amended as follows.
§ 3 Share capital
The Company's share capital shall be no lower than SEK 80,000,000 (currently SEK
13,000,000) and no higher than SEK 320,000,000 (currently SEK 52,000,000).
§ 4 Number of shares
The number of shares shall be no less than 40,000,000 (currently 6,500,000) and
no more than 160,000,000 (currently 26,000,000).
.
It shall be possible to issue shares of series A in a number not exceeding
160,000,000 (currently 26,000,000) and shares of series B in a number not
exceeding 160,000,000 (currently 26,000,000).
B Cash issue with pre-emption rights
The board proposes that the general meeting resolves to increase the Company's
share capital with an amount not exceeding SEK 113,630,960 through a new issue
of no more than 56,815,480 shares of series B (each share with a quota value of
SEK 2 ), in accordance with the below stated principal terms.
The new issue constitutes of a substantial part of the financing of the revised
composition offer (the Composition Offer) that, within the Company's
reconstruction, has been subject to voting at the meeting of creditors on 26
March 2010. With reservation for final control of the voting list against the
Company's debt books for the bond loans no 2 and 3 and the district court's
formal decision, the Composition Offer has been adopted with sufficient majority
among the creditors.
The Company's shareholders shall have a pre-emption right to subscribe for new
shares. Each share of series A or series B held on the record day shall entitle
to 5 (five) subscription rights. One (1) subscription right shall entitle to
subscription for one (1) new share of series B.
For each subscribed share a cash amount of SEK 3 shall be paid.
Record day for participation in the new issue with pre-emption right (receipt of
subscription rights) is 12 May 2010. Subscription with pre-emption right shall
take place done between 17 May 2010 and 28 May 2010. Such subscription shall be
done through cash payment within the prescribed time. If all shares have not
been subscribed for with pre-emption right, the board shall, within the maximum
amount of the issue, decide on allotment of shares subscribed for without
pre-emption right. Such allotment shall, as far as possible, only be done in
posts of 1 000 shares or multiples thereof. Payment through set-off is not
permitted.
The new shares entitle to distribution of profit for the first time at the
record day for distributions that occurs closest after the shares have been
registered with the Swedish Companies Registration Office.
The new issue according to this item (B) is on certain terms guaranteed by
undertakings to subscribe and a guarantee consortium.
C Directed set-off issue
The board requests the general meeting's approval of the board's decision of a
directed set-off issue on the below stated principal terms.
The new issue directed to certain creditors constitutes a part of the revised
composition offer (the Composition) that has been subject to voting on meeting
of creditors on 26 March 2010 and that, with reservation for final control of
the voting list against the Company's debt books for the bond loans no 2 and 3
and the district court's formal decision, also has been adopted with sufficient
majority. According to the terms that are stated in the Composition, the Company
shall issue new shares to holders of the composition claims that in due time
have accepted the Composition's alternative no 1 (the "Debt Holders"), with
right and obligation for them to set-off 28,5% of their composition claims
including accrued interest as of 30 April 2010.
The reason for the deviation from the shareholders' pre-emption right is that
the Company, under the Composition, intends to repay a part of the Company's
debts to the Debt Holders through the set-off issue.
On 31 March 2010, the board has decided to increase the Company's share capital
with no more than SEK 71,940,114 through a new issue of no more than 35,970,057
shares of series B (each share with a nominal amount of SEK 2) to the Debt
Holders, provided that the general meeting gives its approval, on the below
stated principal terms.
Subscription of new shares shall be done on a separate subscription list no
later than 3 May 2010 and will mainly be done by the Company's administrator
with power of attorneys from the Debt Holders.
Payment for the new shares shall be done through set-off of no more than
SEK 215,820,342 of the Debt Holders' claims on the Company, whereby each
subscribed share shall entitle to set-off with an amount of SEK 6 (the issue
price per share). Set-off is done through subscription of the shares. The issue
price is based on the Composition offer given in connection with the ongoing
reconstruction of the Company.
The shares issued through the set-off issue will not entitle to pre-emption
right for participation in the cash pre-emption issue that the board proposes.
D The board's proposal for an authorization to make new issues
The board proposes that the general meeting resolves to authorize the board -
for no longer than until the next annual general meeting and at one or several
occasions - to decide on new issues of shares of series B. Such issues (i) shall
be allowed to include deviation from the shareholders' pre-emption right, (ii)
may not entail that the Company's share capital increases with a total amount
exceeding SEK 80,000,000, and (iii) shall be allowed to include payment through
assets contributed in kind or through set-off.
The authorization may only be used for new issues that, as regards terms and
those entitled to subscribe, corresponds to the directed new issue in item C and
may only be decided if that issue cannot be executed or registered in accordance
with the board's decision that has been approved by the general meeting, or in
case a further complementary new issue that, corresponds as regards terms and
those entitled to subscribe to the directed new issue in item C would be
necessary in order for the Company to fulfill decision of composition for the
Company.
The reason for the possibility to decide on new issues with deviation from the
shareholders' pre-emption right is to enable execution of the composition
decision and to accomplish an appropriate reconstruction of the Company without
unnecessary delay.
Documents
The boards complete draft decision will be available at the Company's office as
from 21 April 2010 and will be sent to shareholders who request so and state
their postal address. The documents will also be available at the Company's
website, www.ruric.com
Stockholm April 2010
Russian Real Estate Investment Company AB (publ)
The board of directors
[HUG#1400317]
Press Release: http://hugin.info/141656/R/1400317/355767.pdf
Unternehmensinformation / Kurzprofil:
Datum: 01.04.2010 - 16:56 Uhr
Sprache: Deutsch
News-ID 18536
Anzahl Zeichen: 0
contact information:
Town:
Stockholm
Kategorie:
Business News
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