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Nanette Real Estate Group N.V.

'Nanette' or 'the Company'

 

 

Cancellation of Admission to Trading on AIM and Notice of EGM

 

Further to the Company's announcement on 21 August 2009 regarding Nanette's intention to delist, a circular will today be posted to Shareholders giving notice of an EGM at which shareholders will be able to vote on the proposed delisting.  The EGM is to be held at the Company's office at Rapenburgerstraat 204, 1011MN Amsterdam, the Netherlands at 12:00 p.m. on 16 September 2009. 

Pursuant to Rule 41 of the AIM Rules, it is the requirement that any cancellation of shares to trading on AIM must be approved by not less than 75% of the votes cast by shareholders at a general meeting (whether present in person or by proxy). Accordingly, the resolution is proposed as a special resolution of the Company. As such, it requires the approval of not less than 75 per cent of the votes cast by the Shareholders at the EGM.

Assuming the resolution is approved, it is expected that the cancellation of the admission of the Company's Shares to trading on AIM will be effective from 7:00 a.m. on 25 September 2009. 

Reasons for the Cancellation

In light of the current economic crisis, the Company's Board of Directors has recently reviewed the benefit of the Company's shares continuing to be traded on AIM. The Directors unanimously agreed that it would be in the best interests of the Company and its Shareholders as a whole for the admission of the Ordinary Shares to trading on AIM to be cancelled, primarily for the following reasons: 

Undervaluation of the share price

The current economic crisis has led to significant falls in the values of the global stock markets, from which the Company is not immune. The susceptibility of the share price due to such market conditions is not to the benefit of the business and in particular hampers the Company's ability to raise funds. 

In addition, the fact that the Ordinary Shares are undervalued may also adversely affect the Company's business and its ability to receive future financing from financial institutions as it is viewed negatively by the financial institutions lending money to the Company in connection with its current real estate projects. Moreover, the Board believes there is no justification for such undervalued share price in light of the Company's business and financial results. 

Listing expenses

The Company incurs expenses in relation to its listing on AIM, including ongoing AIM fees, Nominated Adviser (NOMAD) fees, CREST fees, PR fees, share register fees and increased legal and accounting fees. In light of the Company's efforts to reduce its ongoing costs, including the 10% reduction in salaries and payments to its directors and employees, the Board of Directors believes that the cancellation from trading on AIM would contribute to the Company's cost-saving efforts.  

Low liquidity

It is noted that the trading volume on AIM is very low, and a change is not expected in the foreseeable future. The low trading also affects the Company as it indirectly impacts the share price. Consequently, the Company suffers from a lack of liquidity. 

The Board has therefore concluded that it is in the best interests of the Company and the Shareholders if the listing on AIM is cancelled.

Company strategy following Cancellation

If the proposed Cancellation goes ahead, the Company will continue to manage its existing assets and seek additional residential development projects in the territories in which it currently operates and other CEE countries.

Effect of the Cancellation on Shareholders

Should the proposal be approved at the EGM, the Company's Ordinary Shares will not be quoted on AIM, however, the Company's debentures will continue to be traded on TASE. The Company will therefore continue to provide detailed information to the debenture holders and comply with the disclosure requirements of the TASE, and where the Board considers it to be in the interests of the Company to do so, certain additional information affecting the Company's shareholders will be made available by the Company on its website (www.nanettegroup.com). The Company will continue to maintain such corporate governance principles which the Board will consider necessary to ensure an appropriate flow of information to investors.

Notwithstanding the Cancellation, the Company will continue to publish annual reports and for as long as its bonds are traded on the TASE, will also continue to produce quarterly reports. These reports will be sent to any shareholder wishing to receive them on request.

Share Trading Facility Following Cancellation

The Directors of the Company are aware that following the proposed Cancellation Shareholders may still wish to acquire or dispose of their Ordinary Shares and, accordingly, intend to use reasonable endeavours to create and maintain a matched bargain settlement facility. Under such a facility, Shareholders or persons wishing to acquire Ordinary Shares would be able to leave an indication with the matched bargain settlement facility provider that they are prepared to buy or sell at an agreed price. In the event that the matched bargain settlement facility provided is able to match that order with an opposite sell or buy instruction, the matched bargain settlement facility provider would contact both parties and then effect the order. Shareholders who do not have their own broker might need to register with the matched bargain settlement facility provider as a new client. This can take some time to process and, therefore, Shareholders who consider they are likely to avail themselves of this facility are encouraged to commence it at the earliest opportunity. The contact details of the matched bargain settlement facility provider, once arranged, would be made available to Shareholders on the Company's website.

It is emphasised that any matched bargain settlement facility would not be a recognised investment exchange, recognised clearing house or regulated market under the Financial Services and Markets Act 2000. There is no guarantee of any liquidity in Ordinary Shares traded using such a facility and therefore that Ordinary Shares may be sold when a Shareholder wishes to do so, or at all. Furthermore there is no guarantee that the price set would be reflective of the underlying value or the price that could be obtained if the Ordinary Shares were admitted to a recognised investment exchange.

It is emphasised that whilst the Directors intend to use reasonable endeavours to create and maintain a matched bargain settlement facility, there is no guarantee of the provision of such a facility.

Pursuant to AIM Rule 20, a copy of the circular and notice of EGM are available on the Company's web-site www.nanette.com.

                                                                                                        28 August 2009

     

Enquiries:                                                                                    

Nanette Real Estate
	Shaul Lotan	+ 31 20 778 4141
	Eyal Keltsh	+ 48 606 141 201
Global Equity IR
	Amira Bardichev	07956 206270
KBC Peel Hunt
	Capel Irwin	020 7418 8900
	Anthony Bell	020 7418 8900

Definitions

The following definitions apply throughout this announcement unless the context otherwise requires: 

 

AIM                             the AIM market operated by the London Stock Exchange plc

 

AIM Rules                  the AIM Rules for Companies published by the London Stock Exchange plc

Board of Directors  the board of directors of the Company

or Directors

 

Cancellation          the cancellation of admission of the Ordinary Shares to trading on AIM
                            becoming effective in accordance with Rule 41 of the Aim Rules

Company              Nanette Real Estate Group N.V.

 

EGM                      the extraordinary general meeting of the Company to be held at 12:00  
                            p.m. on 16 September 2009 at the Company's office at the  
                            Rapenburgerstraat 204, 1011MN Amsterdam, The Netherlands. 

Nanette                     Nanette Real Estate Group N.V. 

 

Ordinary Shares      ordinary shares of Euro 0.02 par value each of the Company

Shareholders         the holders of the Ordinary Shares

TASE                      Tel Aviv Stock Exchange

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