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Arribatec Group ASA Delisting Announcement 2016

Nov 9, 2016

3541_rns_2016-11-09_51464638-4745-4053-bea4-d279918aff86.html

Delisting Announcement

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Liquidation and de-listing proposed reversed

Liquidation and de-listing proposed reversed

On 22 August 2016, Agasti Holding ASA's (the "Company") extraordinary general

meeting resolved to sell the Company's 66 per cent ownership interest in Obligo

Holding AS ("Obligo") and financial assets consisting of shares in unlisted

funds managed by Obligo's subsidiary Obligo Investment Management AS and a USD

2.5 million convertible loan. The purchaser was Blackstone Real Estate Funds.

The agreed purchase price was NOK 215 million, and was paid in cash in September

Once the transaction was completed, Blackstone Real Estate Funds became the sole

owner of Obligo, while the Company no longer had any operations or assets other

than the proceeds received in connection with the transaction and shares in non

-operative subsidiaries. On 22 August 2016, the Company's general meeting also

approved the board's proposal to liquidate and subsequently delist the Company

from the Oslo Stock Exchange. Following the resolutions made by the

extraordinary general meetings 22 August 2016 and 19 September 2016, the

Company's assets, including the purchase price, net of transaction costs and the

company's operational costs until liquidation, have been distributed to the

Company's shareholders.

Distributions to shareholders last 12 months NOK per   share

December 2015 0.76

May 2016 0.38

September 2016 0.53

October 2016 0.18

Total 1.85

In October 2016, Intelco Concept AS ("Intelco") became the owner of 33.33 per

cent of the shares of Agasti Holding ASA. Intelco has requested that the Company

holds an extraordinary general meeting to resolve inter alia the election of a

new board of directors, amendment of the Company's name, including amendment of

the articles of association and the reversal of the previous resolutions

regarding liquidation and de-listing of the Company's shares from the Oslo Stock

Exchange. The extraordinary general meeting will take place 14 November 2016.

The above mentioned proposals, which are subject to final approval at the

extraordinary general meeting, are the first steps of a possible process where

the Company acquires shares in Hiddn Security AS ("Hiddn"), a provider of

hardware-based encryption solutions. According to a statement from Intelco, the

settlement will be in shares issued by the Company. In the event where the

Company acquires at least 2/3 of the outstanding shares in Hiddn, a capital

increase in the Company will be proposed in order to finance the operations and

development of the future business. In this respect, a guarantee consortium has

been established. The consortium guarantees for a share issue in the Company,

which is at least NOK 20 million.

The interim report for the third quarter of 2016 has been prepared under the

assumption that the extraordinary general meeting 14 November 2016 approves the

proposed resolutions, and the accounts are based on the going concern

assumption.

In the event the extraordinary general meeting 14 November 2016 resolves to turn

down the proposals to reverse the liquidation and the de-listing of the

Company's shares from the Oslo Stock Exchange, the board of directors will call

for an extraordinary general meeting to finalize the liquidation of the Company.

The Company's shareholders should not expect to receive any further proceeds in

the event of liquidation.

In the third quarter of 2016, the Agasti Group ("Agasti") had a profit for the

period of NOK -1 million, bringing profit year to date to NOK -182 million. The

corresponding figures for 2015 were NOK 11 million and NOK 36 million,

respectively.

A complete English version of the interim report is attached on www.newsweb.no

and on Agasti's Investor Relations web pages www.agasti.no.

Contact details:

Chairman of the board - Kathryn Moore Baker, phone (+47) 905 44 557

This information is subject of the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.