AI assistant
Arribatec Group ASA — Delisting Announcement 2016
Nov 9, 2016
3541_rns_2016-11-09_51464638-4745-4053-bea4-d279918aff86.html
Delisting Announcement
Open in viewerOpens in your device viewer
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.