Braas Monier Building Group S.A.: Preliminary Injunction against Capital Increase from Reserves
Preliminary Injunction against Capital Increase from Reserves
On the evening of 5 December 2016, the Board of Directors (the "Board") of Braas Monier Building Group S.A. ("Braas Monier") was served with a preliminary injunction of the tribunal d'Arrondissement of Luxembourg, which was passed upon application of Marsella Holdings S.à r.l., the bidder in the current takeover offer for the shares in Braas Monier and subsidiary of Standard Industries, Inc. The preliminary injunction suspends the resolution of the Board of 29 November 2016, in which it had decided that it would issue 3,916,666 new shares from a capital increase by incorporation of reserves, until a definitive decision has been taken by a competent court. The preliminary injunction further prohibits the Board from proceeding with the issuance of 3,916,666 new shares, until a definitive decision has been taken by a competent court. In the preliminary injunction, the court has further ordered Braas Monier to publish the main contents of the injunction on the website of Braas Monier. This is the first time that Braas Monier has been informed about the application for the injunction, and Braas Monier has not yet had an opportunity to state its case.
The preliminary injunction will cease to have legal effect if Marsella Holdings S.à r.l. fails to institute proceedings before the competent court and before the juge des referés before 23 December 2016 so that it may decide in a contradictory proceeding on the claim of Marsella Holdings S.à r.l. to annul/suspend the effects of the decision of the Board of 29 November 2016.
In order for shareholders to be able to accept the takeover offer in respect of new shares from a capital increase, the new shares would have to be booked into the depositary accounts of the shareholders before the end of the acceptance period on 23 December 2016. For this, the preliminary injunction will have to be lifted in time such that the necessary steps for implementing the capital increase can be taken.
Braas Monier will take all available legal measures to have the preliminary injunction lifted. Braas Monier believes that the preliminary injunction is without foundation. Standard Industries could have made the absence of any capital increase a closing condition of the offer. This did not occur. Instead, the offer document provides that capital increases by incorporation of reserves are possible up to 3,916,666 shares, without this being able to prevent completion of the offer. The proposed capital increase by incorporation of reserves stays within these limits. If Standard Industries now uses this capital increase to justify its preliminary injunction, it acts in contradiction to the terms of the offer as defined in the offer document.
The Board decided on the capital increase by incorporation of reserves because the capital increase is in the interest of all its shareholders and in the interest of the company, and is permitted by the applicable law as well as the articles of association of Braas Monier.
The Board continues to recommend that shareholders do not accept the offer.
Contact: Achim Schreck Director Group Communications / Investor Relations Braas Monier Building Group
Tel: +49 6171 61 28 59 E-mail: firstname.lastname@example.org Website: www.braas-monier.com
06.12.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de
Language: English Company: Braas Monier Building Group S.A. 4, rue Lou Hemmer 1748 Senningerberg Grand Duchy of Luxembourg Phone: Fax: E-mail: Internet: www.braas-monier.com ISIN: LU1075065190, LU1498426326 WKN: BMSA01, BMSA02 Indices: SDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart, Tradegate Exchange End of Announcement DGAP News-Service