RTY Rutley (See LSE:DPE)

 

TIDMRTY 
 
RNS Number : 3653H 
Rutley European Property Limited 
19 February 2010 
 
19 February 2010 
 
                        RUTLEY EUROPEAN PROPERTY LIMITED 
                              Posting of Circular 
 
Rutley European Property Limited (the "Company") announces that it yesterday 
posted a circular (the "Circular") to the shareholders of the Company. The 
Circular contains a notice of an Extraordinary General Meeting (the "EGM") of 
the Company to  consider and, if thought fit, approve a number of corporate 
actions by the Company. 
It is proposed that the following corporate actions (the "Proposals") be 
undertaken by the Company: 
1) CHANGE THE INVESTMENT POLICY 
That the Company update its investment policy to include a change to the policy 
to permit additional investments after 31 December 2009 and to increase the 
gearing limit to 95 per cent. of the Company's gross assets on a consolidated 
basis; 
2) ADOPT AN UNLIMITED AUTHORISED SHARE CAPITAL 
That the limit on the authorised share capital of the Company be removed to 
enable the Company to issue new shares without a prior shareholder resolution to 
increase the authorised share capital; 
3) CHANGE OF NAME 
That the Company's name be changed to DP Property Europe Limited; 
4) EXTENSION OF THE LIFE OF THE COMPANY 
That the life of the Company be extended beyond 31 December 2013; 
5) REDESIGNATION OF PREFERENCE SHARES AND C SHARES 
That the redeemable preference shares of no par value (the "Preference Shares") 
and the C Shares of no par value of the Company be redesignated as ordinary 
shares of no par value; 
6) CANCELLATION OF CARRIED INTEREST SHARES 
That the issued redeemable carried interest shares of no par value, which were 
transferred to Rutley European Property Management (Guernsey) Limited (a wholly 
owned subsidiary of the Company) when the management of the Company was 
internalised, be cancelled; 
7) REPLACE THE EXISTING OBJECTS CLAUSE 
That the existing objects clause in the memorandum of incorporation of the 
Company be replaced with a new unrestricted objects clause; and 
8) ADOPT NEW ARTICLES OF INCORPORATION 
That new articles of incorporation (the "New Articles") be adopted in order to, 
amongst other things, take account of the above mentioned proposals and recent 
Guernsey company law developments (in particular changes relating to the 
Companies (Guernsey) Law 2008 in connection with the expiry (expected in 2011) 
of certain transitional provisions of that law) and to build in a greater degree 
of flexibility for the Company going forward. 
 
Full details of the corporate actions mentioned above are set out in the 
Circular. 
The implementation of the above corporate actions is conditional on Shareholder 
approval at the EGM. The EGM is to be held at Trafalgar Court, Les Banques, St 
Peter Port, Guernsey, GY1 3QL on 18 March 2010 at 12:00 p.m. 
Black Sea Global Properties Limited ("BSGP") has indicated its intention to vote 
in favour of all of the resolutions to be proposed at the EGM. BSGP currently 
holds 153,097,495 Preference Shares, representing approximately 73.55 per cent. 
of the issued Preference Shares. 
The directors of the Company unanimously consider the Proposals, and the 
resolutions to be proposed at the EGM, to be in the best interests of the 
Company and its shareholders as a whole. Accordingly, the directors of the 
Company unanimously recommend that shareholders vote in favour of the Proposals 
and the resolutions as David Pinckney (being the only director of the Company 
with an interest in Preference Shares) intends to do in respect of his own 
holding of Preference Shares which amounts to, 200,000 Preference Shares 
(representing 0.10 per cent. of the issued Preference Shares). 
 
Enquiries: 
+---------------------------------------+--+------------------+ 
| Rutley European Property Limited      |  | +44 (0) 20 7659  | 
| David Pinckney, Chairman              |  | 7495             | 
+---------------------------------------+--+------------------+ 
| Lazard & Co., Limited                 |  | +44 (0) 20 7187  | 
| Patrick Long                          |  | 2000             | 
| Michael Bressler                      |  |                  | 
+---------------------------------------+--+------------------+ 
|                                       |  | +44 (0) 20 7710  | 
| Oriel Securities Limited              |  | 7600             | 
| Tom Durie                             |  |                  | 
| Sapna Shah                            |  |                  | 
+---------------------------------------+--+------------------+ 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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