Share Details
Placings of Shares
European Convergence Property Company plc (the "Company") was incorporated and registered in the Isle of Man under the Isle of Man Companies Acts 1931 to 2004 on 1 June 2005 as a public company with registered number 113616C. On 21 December 2007 the Company was re-registered under the Isle of Man Companies Act 2006 with registered number 002085V.
Pursuant to the Admission Document dated 15 June 2005 there was a placing of up to 100,000,000 Ordinary Shares. Following the close of the placing on 24 June 2005 62,696,333 Shares were issued.
The Shares of the Company were admitted to trading on the Alternative Investment Market of the London Stock Exchange ("AIM") on 28 June 2005 when dealings also commenced. This admission was cancelled on 27 April 2011 and from this date the Company's Shares are no longer traded on any exchange or trading platform and there is no intention to re-list the Shares for trading on any platform.
The Shares rank in full for all dividends or other distributions made or paid on the ordinary share capital and will rank pari passu in all other respects. The shares are denominated in Euros and each share carries one vote. No Ordinary Shares are held as treasury shares.
Interested parties should note that the rights of Shareholders under Isle of Man law may differ from those in other jurisdictions and that care should be exercised in this regard.
In accordance with the Company's Articles of Association, Shareholders will be given the opportunity to vote on the life of the Company at the annual general meeting of the Company to be held in 2012, when the Directors are obligated to propose an ordinary resolution that the Company ceases to continue in existence. If the resolution is not passed then it shall be proposed at every fifth annual general meeting thereafter. If the resolution is passed then the Directors shall, within 3 months after the date of the resolution, put forward proposals to shareholders to the effect that the Company be wound up, liquidated, reorganised or unitised.
The financial year end of the Company is 31 December in each year.
Shareholding
Investors may hold their shares in registered form or through CREST.
Share Transfers
Save for that stated below, there are no restrictions on transfers of shares:
- The Articles are consistent with CREST membership and, inter alia, allow for the holding and transfer of shares through the CREST system.
- Any member may transfer all or any of his shares by instrument of transfer in any form which the Board may approve. The instrument of transfer of a share shall be signed by or on behalf of the transferor.
- The Board may refuse to register any transfer of shares unless the instrument of transfer is lodged at the registered office together with such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer.
- The Directors may refuse to register a transfer of any share which is not fully paid up or on which the Company has a lien provided that this would not prevent dealings from taking place on an open and proper basis.
- The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine provided that such suspension shall not be for more than 30 days in any year.
Share Distribution
The Ordinary Shares pursuant to the original placing were not, and will not be, registered under the United States Securities Act of 1933 as amended (the "Securities Act") or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, Republic of Ireland or Japan and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, Republic of Ireland or Japan. Neither the Admission Document nor any copy of it may be distributed directly or indirectly to any persons with addresses in the United States of America (or any of its territories or possessions), Canada, Australia, Republic of Ireland or Japan, or to any corporation, partnership or other entity created or organised under the laws thereof, or in any other country outside the United Kingdom where such distribution may lead to a breach of any legal or regulatory requirement.
The information in the Admission Document is not an offer to sell securities of the Company to the public in the Federal Republic of Germany, and an offer and sale of the securities may only be made in the Federal Republic of Germany to a restricted circle of investors or institutional investors who on a professional or commercial basis purchase shares themselves for their own account or for the account of a third party in compliance with Section 2 of the German Securities Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz). No sales prospectus has been or will be published with respect to the securities and no application to the competent authorities has been made under the German Sales Prospectus Act to publicly market the securities. Accordingly, neither the Admission Document nor any other offering document may be distributed to the public in Germany.