M&A Activity • Mar 4, 2011
M&A Activity
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Hoofddorp, 4 March 2011 – Management Share N.V. Ditcorp/Holonite B.V., holder of the convertible loans the ordinary (non-listed) shares in Management Share that will be issued at conversio 2010, Management Share agreed with approximately 40 million new, to be issued ordinary shares at the conversion, Quattro Capital announces an agreement loans, regarding the sale to Quattro Capital B.V. of with Ditcorp/Holonite to convert all outstanding loans to shares. By acquiring the new to be issued shares accumulates over 80% of the outstanding share capital has been reached with conversion. In October capital.
Delivery of the shares will be conditional upon, among other things, the outcome of due of the general meeting of shareholders and expects to finalise the due diligence and only if a public offering exemption is received process in the coming weeks. diligence, approval ing received. Quattro Capital
Shareholders will be called to an Annual General Meeting of Shareholder they will be asked to decide on the sale of the majority stake to association, the issuance of shares relating to the conversion, the exemptions to the obligation to make a public offer and the appointment of new member of the Executive and Supervisory Boards. requirement of a quorum a second meeting of shareholders may be needed expected to be before the end of June, Share of 80.35%. The new name of the company will then be changed to Shareholders, expected to be held in May Quattro Capital, changes to the articles of rum needed. Delivery of the shares is following which Quattro Capital will hold an interest in Management to New Sources Energy N.V , May, where Boards. Due to the w N.V.
Quattro Capital intends to issue the acquired of the plans to contribute new activities into Management Share contributed to the holding relate to presented in more detail at a later stage (non-listed) shares for floatation at a later Share. The activities of Quattro Capital that will be exploiting renewable energy. The plans for these activities will be stage. date, in consideration
Management Share has ended 2010 administrative expenses of € 58,000, the company and (legal) counsel. The financial expenses are to the agreement to convert the outstanding loans, interest from October onwards. Furthermore, the company realized an exceptional gain of the fact that the outstanding debt was partially with a negative result of € 13,000,- (2009: -€ 20 000,- primarily consist of costs for management, administration € 117,000,-, lower than in 2009 as a result of which the company did not have to pay utstanding partially remitted, as agreed in October 2010. 203,000). The general and administration, the listing of 2009 (€ 156,000,-) due € 162,000, due to
Shareholders' equity amounted to € debts of € 25,000,- consist mainly of provisions for costs and creditors 13,000,- positive at the end of 2010 (2009: € creditors. - 4.0 million). The other
Management Share has stopped all its activities in 2002 possibilities to add new activities to the holding 2002. Since then, Management Share has been looking at holding.
Quattro Capital develops, exploits and invests in projects that create renewable energy building a balanced diversified portfolio, both geographically as well as technically technically. energy. Quattro Capital is
R.A.M. Bus Management Share NV Polarisavenue 138 2132 JX Hoofddorp
Phone + 31 23 – 56 35 104 Fax. + 31 23 – 56 36 079 E-mail: [email protected]
A. van der Aart Quattro Capital B.V. Jonckerweg 14 2201 DZ Noordwijk
Phone + 31 71 – 36 200 85 Fax. + 31 71 – 36 248 79 E-mail: [email protected]
Note: this is a translation from the Dutch version. In case of differences the Dutch version prevails. The Dutch version, as posted on the Management Share website, contains : the financial statements for the year 2010.
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