KARDAN, SPIN-OFF OF ISRAELI ACTIVITIES - RESULTS OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

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Overig advies 15/09/2011 17:48
Amsterdam, September 15, 2011 - Kardan N.V. (“Kardan”), active in Real Estate, Water Infrastructure and Financial Services in emerging markets, announces that at the Extraordinary General Meeting of Shareholders ("EGM") held today, Kardan’s shareholders have resolved to effectuate the distribution in kind of the issued shares in the capital of Kardan Yazamut (2011) Ltd. (the "Distribution"), resulting in a spin-off of Kardan's 74% direct stake in Kardan Israel Limited and its indirect 97% stake in Milgam Municipal Services Ltd. as announced on June 22, 2011 (the "Spin-Off").

The adopted proposal entails the effectuation of the Spin-Off through the Distribution of the issued shares in the capital of Kardan Yazamut (2011) Ltd. ("Yazamut") to Kardan’s shareholders. The Distribution is subject to the availability of sufficient freely distributable reserves to make the Distribution. Kardan's Management Board and Supervisory Board currently estimate that there are sufficient freely distributable reserves for the effectuation of the Distribution, based on Kardan's condensed interim consolidated financial statements for June 30, 2011, that were published on August 30, 2011.
Following the Distribution, the shares in the capital of Yazamut will be listed for trading on the Tel Aviv Stock Exchange ("TASE"). The Distribution requires the publication of a prospectus approved by the Israeli Securities Authority. The approved prospectus was published on August 31, 2011, and the English translation thereof was made available on Kardan's website (www.kardan.nl).

With today's resolution by Kardan's shareholders in the EGM a further step has been taken towards completion of the Distribution and the Spin-Off. Notwithstanding extraordinary circumstances, and taking into account amongst others rules of the TASE and upcoming holidays in Israel, the Distribution of the Yazamut shares is expected to occur on 5 October 2011.

A detailed breakdown of the voting results as required under article 2:120 subsection 5 of the Dutch Civil Code will be published on Kardan's website (under Investor Relations / Shareholder Information / General Meeting of Shareholders / EGM) on September 16, 2011.

For (Dutch) shareholders who would require a certificate for tax (reclaim) purposes with respect to the dividend distribution, a form and instructions will be available to download from our website, www.kardan.nl, after the Distribution.

The presentation which was given during the Extraordinary General Meeting of Shareholders can be found on the website, www.kardan.nl.






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