DGRE Delek Glbl

 

TIDMDGRE 
 
RNS Number : 3199S 
Delek Global Real Estate PLC 
15 May 2009 
 
15 May 2009 
Delek Global Real Estate plc 
("DGRE" or the "Company") 
Cancellation of the admission of the Company's shares to trading on AIM 
Introduction 
 
 
As announced on 5 May 2009, the Scheme of Arrangement ("the Scheme"), details of 
which were announced on 23 March 2009, did not achieve the requisite approval 
from Shareholders and therefore the Scheme will not become effective. In line 
with previous statements made by Delek Belron International Limited ("DBI") in 
the Scheme Document, following the failure of the Scheme the Board of DGRE 
received a letter from DBI on 14 May 2009, which requested that a shareholders' 
meeting be convened to consider a De-Listing. This letter further stated that in 
the event that the Board did not approve the convening of a shareholders' 
meeting to consider a De-Listing, DBI would take the necessary legal steps open 
to it as a shareholder to convene such a meeting. At a meeting of the board of 
DGRE at 10.30 a.m. on Thursday 14 May 2009, the Directors agreed that such a 
meeting should be convened.  Consequently, a circular will today be sent to 
shareholders convening an extraordinary general meeting of the Company and 
setting out the timetable and details of De-Listing. 
 
 
Background to the De-Listing 
 
 
Since the Company's shares were admitted to trading on AIM in April 2007, the 
price of the Ordinary Shares has fallen significantly and the Ordinary Shares 
have only briefly traded above their price on admission to AIM. Only a small 
proportion of the Ordinary Shares are in public hands outside of the control of 
DBI or Delek Real Estate Limited ("DRE") (DBI's parent company and the direct 
beneficial holder of 3.5 per cent. of the Company's issued shares), impairing 
liquidity for the Shareholders. The current economic factors and limited 
liquidity in the Ordinary Shares have, in the view of the Directors, contributed 
to the Ordinary Shares trading at a significant discount to appraised net asset 
value. 
 
 
Since Admission, the Company has incurred significant costs associated with the 
admission of the Ordinary Shares to trading on AIM; however, to date neither 
Shareholders nor the Company have received significant benefits from being a 
publicly traded company, such as increased liquidity and ability to raise funds. 
Accordingly, before proposing the Scheme to the Board, DBI informed the 
Directors that it believed the Company would benefit from returning to private 
ownership. The Scheme proposals were subsequently set out in the circular sent 
to Shareholders on 24 March 2009 and were amended by the supplementary circular 
sent to Shareholders on 22 April 2009. As set out in the Scheme circular, DBI 
informed the Company before the Scheme was proposed that irrespective of whether 
the Scheme became effective DBI intended to procure the cancellation of the 
admission to trading on AIM of the Ordinary Shares. 
 
 
As a Shareholder holding approximately 81.5 per cent. of the Company's issued 
share capital, under the AIM Rules, the Company's articles of association and 
the Jersey Law, DBI is capable of requisitioning a general meeting to approve a 
cancellation of the admission to trading of the Ordinary Shares and is capable 
by voting its Ordinary Shares at such a meeting, therefore ensuring that a 
resolution to approve the cancellation is passed. 
 
 
Following the Scheme not being approved by the requisite majorities at the 
meeting of Shareholders held on 5 May 2009 and the Scheme subsequently lapsing, 
DBI delivered a letter to the Company on 14 May 2009 in which it confirmed that 
if the Board did not convene a general meeting to consider a resolution to 
cancel the admission to trading on AIM of the Ordinary Shares it would seek, as 
the Company's controlling shareholder, to take the steps available to it under 
the articles of association of the Company and the Jersey Law to requisition 
such a meeting itself and therefore requested that the Board convene the EGM to 
seek approval for the De-Listing. In light of the entitlement of DBI under the 
articles of association of the Company and the Jersey Law to requisition such a 
meeting by virtue of its shareholding in the Company, the Directors decided 
after careful consideration at a board meeting held later that day to accede to 
that request. 
 
 
The De-Listing and its effect on Shareholders and the Company 
 
 
In accordance with Rule 41 of the AIM Rules, the Company has today notified the 
London Stock Exchange of the proposed De-Listing. The De-Listing is conditional 
upon the approval of the Resolution by Shareholders voting at the EGM holding 
not less than 75 per cent. of votes cast by Shareholders at such meeting. 
Subject to the requisite Shareholder approval being received, the De-Listing is 
expected to be effective at 7.00am on 17 June 2009. DBI has confirmed to the 
Company that it intends to vote or procure the vote of all of the Ordinary 
Shares in which it is interested (representing approximately 81.5 per cent. of 
all the issued shares in the Company) in favour of the resolution to cancel the 
Company's admission to trading on AIM at the EGM. 
 
 
Following the De-Listing, the Ordinary Shares will no longer be transferable 
through CREST and Shareholders who immediately before the De-Listing held 
Ordinary Shares in uncertificated form will, if they wish to transfer such 
Ordinary Shares, need to re-materialise those shares. 
 
 
Following the De-Listing, the Company will no longer be required to comply with 
the AIM Rules in respect of announcing material events or its results and will 
no longer be required to comply with the corporate governance requirements 
applicable to AIM companies. In addition, the Company will cease to comply with 
the Combined Code on Corporate Governance following the De-Listing. The Company 
will, however, continue to hold annual general meetings in accordance with the 
applicable statutory requirements and its articles of association and to 
continue to send Shareholders copies of the company's audited accounts and 
notices of any Shareholder meetings. 
 
 
On De-Listing, the relationship agreement (the "Relationship Agreement") between 
the Company, DBI and DRE will terminate automatically. The Relationship 
Agreement regulates, inter alia, business dealings between Delek Group and the 
Company and requires there to be at all times a majority of Directors who are 
independent of DBI and Delek Group. Accordingly, these protections for minority 
Shareholders will cease to apply with effect from De-Listing. 
 
 
On De-Listing the Company will cease to have a nominated adviser or a broker. 
 
 
Transactions in Ordinary Shares following the De-Listing 
 
 
Following the De-Listing, the Directors do not anticipate moving the Ordinary 
Shares to an alternative stock exchange in the foreseeable future and, absent 
any further action from the Company, any transaction in Ordinary Shares 
undertaken after the De-Listing will only be capable of being undertaken by 
private sale. Accordingly, the effect of the De-Listing would, in those 
circumstances, be that the Ordinary Shares would no longer be quoted or 
tradeable on AIM and Shareholders' ability to deal in their Ordinary Shares 
readily would likely be substantially reduced. In order to mitigate the effect 
of the Ordinary Shares no longer being tradeable on AIM, the Company is 
exploring actively the possibility of affording Shareholders access to an 
off-market matched bargain facility through which they may be able to buy and 
sell shares in the Company. If any private transaction in the Ordinary Shares is 
effected following De-Listing, the parties should contact the Company Secretary 
at the Company's registered office so that the transaction can be registered by 
the Company. 
 
 
Recognising that the De-Listing is likely to substantially reduce Shareholders' 
ability to deal in their Ordinary Shares, the Company is exploring actively the 
possibility of undertaking a tender offer for its Ordinary Shares following the 
De-Listing so as to afford Shareholders who wish to realise their investment in 
the Company an opportunity to do so. It is intended that any tender offer will 
be undertaken in accordance with the City Code on Takeovers and Mergers ("the 
Code"). If a decision is made by the Board to undertake such an offer, 
Shareholders will be contacted with details of any proposal at such time. On 
certain future changes of circumstance, such as the place of central management 
and control of the Company moving from Jersey to a jurisdiction outside the UK, 
the Channel Islands or the Isle of Man, the Code may cease to apply to the 
Company from such time. 
 
 
Extraordinary General Meeting 
 
 
An EGM is to be held at the offices of DGRE, Second Floor, La Rue des Mielles, 
St. Helier, Jersey JE2 3QD, at 2.00 p.m. on 9 June 2009, at which the Resolution 
to approve the De-Listing will be proposed as a special resolution. If this 
resolution is passed by the requisite majority of Shareholders at the EGM then 
it is anticipated that the cancellation of the admission to trading on AIM of 
the Ordinary Shares will become effective at 7.00am on 17 June 2009. 
 
 
Enquiries 
+----------------------------------------------+----------------------+ 
| Delek Global Real Estate plc                 |                      | 
+----------------------------------------------+----------------------+ 
| Howard Stanton, Chairman                     | +44 (0) 7785 282 150 | 
+----------------------------------------------+----------------------+ 
|                                              |                      | 
+----------------------------------------------+----------------------+ 
| Panmure Gordon                               | +44 (0) 20 7459 3600 | 
+----------------------------------------------+----------------------+ 
| Hugh Morgan                                  |                      | 
+----------------------------------------------+----------------------+ 
|                                              |                      | 
+----------------------------------------------+----------------------+ 
| Pelham PR                                    | +44 (0) 20 7337 1500 | 
+----------------------------------------------+----------------------+ 
| Alex Walters                                 |                      | 
+----------------------------------------------+----------------------+ 
 
 
All defined terms used in this announcement have the same meaning as defined in 
the circular being sent to Shareholders today. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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