NIEUWEGEIN, the Netherlands, October 30, 2015 /PRNewswire/ --
An Extraordinary General Meeting of Shareholders of Ballast Nedam took place on 30 October 2015 to discuss the public offer made for the company, in accordance with section 18 paragraph 1 of the Decree on Public Offers.
The resolutions marked as conditionally adopted in this press release will only proceed if the recommended public offer made by Renaissance Infrastructure B.V. for all depositary receipts for issued and outstanding ordinary shares of Ballast Nedam N.V. is declared unconditional and will accordingly come into effect on the settlement date, to a maximum of five working days later. The results of the deliberations are as follows.
Corporate governance: conditional appointments
- The Supervisory Board intends to appoint Mr Cenk Düzyol as a member of the Board of Management until the end of the first shareholders' meeting held after a period of four years has elapsed, provided that the public offer is declared unconditional. This conditional appointment was explained to the shareholders' meeting.
- The shareholders' meeting granted conditional discharge to Messrs Tjalling Tiemstra and Jan Bout, who will resign as members of the Supervisory Board, provided that the public offer is declared unconditional.
- The shareholders' meeting also approved the conditional appointment of three new members of the Supervisory Board: Ms Ipek Ilicak Kayaalp, Mr Huseyin Avni Akvardar and Mr Emre Baki will be appointed as members of the Supervisory Board until the end of the first shareholders' meeting held after a period of four years has elapsed.
Provided that the public offer is declared unconditional, Ms Ipek Ilicak Kayaalp is also the intended chairman of the Supervisory Board. In that case, Mr Leo van Doorne, the current chairman, and Ms Charlotte Insinger will remain as independent supervisory directors within the meaning of the Corporate Governance Code. The Central Works Council supports the conditional appointments.
Mitigated large company regime, capital contribution and conditional amendment of articles of association
In connection with the recommended public offer, the shareholders' meeting approved the following proposals:
- The conditional application of the mitigated large company regime and the related conditional amendment of the articles of association were adopted. Under a mitigated large company regime, the shareholders' meeting will appoint the members of the Board of Management and this right will no longer accrue to the Supervisory Board.
- With the approval of the Supervisory Board, the shareholders' meeting authorized the Board of Management to issue ordinary shares or grant rights and exclude and limit the pre-emption rights provided for in law and the articles of association in order to implement the capital contribution (rights issue and capital injection). These authorizations applie on the conditions that the public offer is declared unconditional and that the rights issue adopted by the shareholders' meeting of 29 June does not proceed and for a period of nine months from 30 October 2015 to 30 July 2016.
To facilitate the rights issue or private placement, the shareholders' meeting has also conditionally approved the amendment to the articles of association regarding an increase of the number of shares included in the authorised capital.
- The capital reduction adopted by the shareholders' meeting of 29 June was reconfirmed and entails the reduction of the nominal value of each share in the capital of Ballast Nedam N.V. from EUR 1 to EUR 0.01, without repayment to shareholders.
- The shareholders' meeting also approved the proposed amendments to the articles of association allowing the merger of shares (consolidation) by means of 30 devised alternative methods and authorized the Board of Management, with the approval of the Supervisory Board, to determine which of these methods is necessary to implement this consolidation.
A summary of the voting results will be posted on our website http://www.ballast-nedam.nl within 15 days.
The website also carries the full text of the adopted resolutions, the proposed amendment of the articles of association and all documents related to the recommended public offer made by Renaissance Infrastructure B.V. on 17 September.
Ballast Nedam targets its strategic focus at successfully acquiring and carrying out integrated projects in the working areas of housing and mobility in the Netherlands and internationally. We also work on projects where we can make a difference for the client with our expert knowledge and skills. Ballast Nedam applies a differentiated market approach for its three divisions.
With further industrialization of the building process through the use of innovative modular concepts and standardization Ballast Nedam creates enduring quality at the lowest possible life cycle costs for its clients and society. The Ballast Nedam share is included in the Amsterdam Small Cap Index (AScX) of Euronext. http://www.ballast-nedam.com
SOURCE Ballast Nedam