BCRE - Notice of EGM

LONDON, September 22, 2016 /PRNewswire/ --

BCRE - Brack Capital Real Estate Investments N.V.

("BCRE" or the "Company")

Posting of notice of Extraordinary General Meeting

BCRE is pleased to announce that the Company's Extraordinary General Meeting will be held at Barbara Strozzilaan 201, 1083HN Amsterdam, the Netherlands on 3 November 2016 at 9.00am GMT (10.00am CEST).

The following text is the Chairman's letter extracted from the notice regarding the proposed reduction of share capital by means of cancellation and delegation Authority to Issue Shares (the Notice).

Dear Shareholder

Notice of Extraordinary General Meeting in relation to the proposed Capital Reduction by means of Cancellation of Shares and Delegation to Issue Shares, to Grant Rights to Subscribe for Shares and to Restrict Pre-Emptive Rights

1  Introduction

The purpose of the Circular is to provide you with details of your Board's proposal to cancel all Shares held by the Company on the day prior to the Extraordinary General Meeting, up to a maximum of 3,500,000 Shares, after that these Shares were repurchased under the Company's share buy back programme announced by the Company on 3 June 2016. The resolution to cancel Shares shall not take effect until expiry of the period during which creditors may raise opposition to the proposal. In addition the Board wishes to provide you with details of its proposal to increase the number of Shares which the Board is authorized to issue, grant rights to subscribe for and restrict pre-emptive rights. 

Further details of the proposals are set out below.

2   Capital Reduction by means of cancellation

The proposal envisages cancellation of all Shares held by the Company on the day prior to the Extraordinary General Meeting up to a maximum of 3,500,000 Shares, which Shares have been repurchased by the Company under the Company's share buy back programme. The purpose of the share buy back and the subsequent cancellation of the Shares is to reduce the discount between the current share price and the net asset value per Share.

The proposal to effect the Capital Reduction requires the adoption thereof by the Shareholders. In respect of the resolution to reduce the share capital any creditor may, by filing a petition with the Court, oppose the resolution. The resolution to reduce the Company's share capital shall not take effect as long opposition may be instituted. If opposition has been instituted in time, the resolution shall take effect only upon the withdrawal of the opposition or upon the Court setting aside or otherwise dealing with the opposition.

The Capital Reduction does not affect the voting or dividend rights of any Shareholder, or the rights of any Shareholder on a return of capital and following the implementation of the Capital Reduction.

3   Designation of the Board as authorized body to issue Shares, to grant rights to subscribe for Shares and to restrict pre-emptive rights

During the Company's annual general meeting of 2016, it was resolved, in accordance with article 8 of the Articles to designate the Board, as currently provided in article 8.1 of the Articles, until the the first day following the Company's annual general meeting of 2017 as the body authorized to resolve to:

a. issue Shares and to grant rights to subscribe for Shares; this authorization applies to 10% of the issued share capital of the Company at the date of the annual general meeting of 2016; and

b. limit or exclude pre-emptive rights related to the issuance of Shares or the granting of rights to acquire Shares.

(together, the Authority to Issue Shares)

In view of a contemplated issuance of Convertible Bonds, approved by the Board on 8 September 2016 and announced by the Company on 13 and 20 September 2016 (the Bond Issuance) the Board proposes the increase the number of Shares to which the authorization applies to 20% of the issued share capital of the Company at the date of the Extraordinary General Meeting.

3  General Meeting

A notice convening the Extraordinary General Meeting to be held at Barbara Strozzilaan 201, 1083 HN Amsterdam, the Netherlands on 3 November 2016 commencing at 9 a.m. UK time (10 a.m. CET) is set out on page 9 of the Circular. Further background on the Resolutions can be found in the explanatory notes to the Notice.

4  Voting

A Form of Proxy for use by Shareholders at the Extraordinary General Meeting is enclosed with this document. Whether or not you propose to attend the Extraordinary General Meeting, you are urged to complete and sign the Form of Proxy in accordance with the instructions printed thereon and to return it to the Company, as soon as possible and in any event so as to be received no later than 9 a.m. UK time (10 a.m. CET) on 1 November 2016 (being 48 hours before the time appointed for the holding of the Extraordinary General Meeting). The return of a completed Form of Proxy or the submission by CREST members of an electronic proxy appointment will not preclude you from attending the Extraordinary General Meeting and voting in person, should you wish to do so.

Holders of Depositary Interests in the Company wishing to instruct Capita IRG Trustees Limited, the Depositary, to vote in respect of the holder's interest should use the enclosed Form of Direction. The completed Form of Direction must be received by Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible and in any event so as to be received no later than 9 a.m. UK time (10 a.m. CET) on 31 October 2016 (being 72 hours before the time appointed for the holding of the Extraordinary General Meeting).

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider should refer to their CREST sponsors or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company's agent, Capita Registrars Limited (CREST Participant ID: RA10), no later than 72 hours before the time appointed for the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. CREST members and, where applicable, their CREST sponsor or voting service provider should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting service provider are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

5 Record Date

Only Shareholders entered on the register of members of the Company at 6 p.m. UK time (7 p.m. CET) on 6 October 2016 shall be entitled to attend and vote at the Extraordinary General Meeting in respect of the number of Shares registered in their name at that time. Changes to entries on the register of members after 6 p.m. UK time (7 p.m. CET) on 6 October 2016 shall be disregarded in determining the rights of any person to attend or vote at the meeting. The length of time between the Record Date and the Extraordinary General Meeting is set by Dutch Law.

6  Recommendation

The Board considers the Capital Reduction and the delegation of the Authority to Issue Shares will promote the success of the Company for the Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions.

Yours faithfully

Harin Thaker, Chairman

ENQUIRIES:

    BCRE - Brack Capital Real Estate Investments N.V.
    Ariel Podrojski, Chief Executive Officer
    Nansia Koutsou, Chief Financial Officer / Chief Operating
    Officer                                                     +31 20 514 1004

    Novella Communications
    Tim Robertson
    Toby Andrews                                               +44 203 151 7008

About BCRE

BCRE is an international real estate development and investment group, headquartered in the Netherlands and listed on the London Stock Exchange. Through its subsidiary and associated undertakings, the Company is interested in, develops and operates an international portfolio of real estate assets, predominantly located in the USA, Germany and Russia.

The Company has established local management team platforms with significant local market expertise in the US, Germany, Russia, India and the UK with exclusive access to over 550 staff. At present, the Company has offices and teams in New York, London, Frankfurt, Dusseldorf, Moscow, Kazan, New Delhi, Amsterdam, Limassol and Budapest.

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