15th Sep 2010 16:28
Treveria plc
Update regarding the application of the City Code on Takeovers and Mergers
Treveria plc (AIM: TRV) (the "Company"), the German retail focused real estate investment company, announces that it has received confirmation from the Panel on Takeovers and Mergers (the "Panel") that the Panel has determined that the Company is no longer a company to which the City Code on Takeovers and Mergers (the "Code") applies.
As an AIM quoted company which is incorporated in the Isle of Man, the Code applies only if the Panel determines that the place of central management and control of the Company is in the UK, the Channel Islands or the Isle of Man. The Company has received confirmation from the Panel that the Code no longer applies to the Company because, for the purposes of the Code, the place of central management and control of the Company no longer resides in the Isle of Man. The Panel has informed the Company that an important factor in determining that the place of central management and control of the Company is in the UK, the Channel Islands or the Isle of Man is whether a majority of the Directors of the Company are resident in the UK, the Channel Islands or the Isle of Man.
Following the Board appointments announced in January 2010, the Board currently comprises a majority of Directors resident outside the UK, the Channel Islands and Isle of Man (by a majority of three to two), being Josef Raucher (USA), Jeffrey Strong (USA), Rolf Elgeti (Germany), David Parnell (Isle of Man) and Christopher Lovell (Jersey).
Shareholders will therefore not be afforded any protections under the Code and accordingly, without limit, if any person (or persons acting in concert with him) acquires any further shares carrying voting rights such that their resultant holding is 30 per cent. or more of the voting rights of the Company, that person would not be obliged to make a mandatory general offer to all remaining shareholders to purchase their shares at the highest price paid by him (or any persons acting in concert with him) within the preceding 12 months.
If circumstances change, including if changes to the Board are made, the Company will consult with the Panel to ascertain whether this will affect the central place of management and control of the Company for the purposes of the Code. If the Panel determines that, as a result of such changes, the Code becomes applicable to the Company, an announcement will be made.
The Company has been advised by counsel that its tax residency is not affected by this change in the application of the City Code as described above.
Enquiries:
Treveria Asset Management Michael Neubuerger / Bernhard Fuhrmann
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+44 (0)20 7960 6525 |
Singer Capital Markets Limited James Maxwell / Nick Donovan
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+44 (0)20 3205 7500 |
Financial Dynamics Stephanie Highett / Richard Sunderland / Laurence Jones |
+44 (0)20 7831 3113 |
Related Shares:
GWIK.L