Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Kardan N.V. AGM Information 2011

Sep 15, 2011

6875_iss_2011-09-15_0dfd3bde-97b3-4731-9c00-7d879f91acc0.pdf

AGM Information

Open in viewer

Opens in your device viewer

SPIN-OFF OF ISRAELI ACTIVITIES - RESULTS OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Amsterdam, September 15, 2011 - Kardan N.V. ("Kardan"), active in Real Estate, Water Infrastructure and Financial Services in emerging markets, announces that at the Extraordinary General Meeting of Shareholders ("EGM") held today, Kardan's shareholders have resolved to effectuate the distribution in kind of the issued shares in the capital of Kardan Yazamut (2011) Ltd. (the "Distribution"), resulting in a spin-off of Kardan's 74% direct stake in Kardan Israel Limited and its indirect 97% stake in Milgam Municipal Services Ltd. as announced on June 22, 2011 (the "Spin-Off").

The adopted proposal entails the effectuation of the Spin-Off through the Distribution of the issued shares in the capital of Kardan Yazamut (2011) Ltd. ("Yazamut") to Kardan's shareholders. The Distribution is subject to the availability of sufficient freely distributable reserves to make the Distribution. Kardan's Management Board and Supervisory Board currently estimate that there are sufficient freely distributable reserves for the effectuation of the Distribution, based on Kardan's condensed interim consolidated financial statements for June 30, 2011, that were published on August 30, 2011.

Following the Distribution, the shares in the capital of Yazamut will be listed for trading on the Tel Aviv Stock Exchange ("TASE"). The Distribution requires the publication of a prospectus approved by the Israeli Securities Authority. The approved prospectus was published on August 31, 2011, and the English translation thereof was made available on Kardan's website (www.kardan.nl).

With today's resolution by Kardan's shareholders in the EGM a further step has been taken towards completion of the Distribution and the Spin-Off. Notwithstanding extraordinary circumstances, and taking into account amongst others rules of the TASE and upcoming holidays in Israel, the Distribution of the Yazamut shares is expected to occur on 5 October 2011.

A detailed breakdown of the voting results as required under article 2:120 subsection 5 of the Dutch Civil Code will be published on Kardan's website (under Investor Relations / Shareholder Information / General Meeting of Shareholders / EGM) on September 16, 2011.

For (Dutch) shareholders who would require a certificate for tax (reclaim) purposes with respect to the dividend distribution, a form and instructions will be available to download from our website, www.kardan.nl, after the Distribution.

The presentation which was given during the Extraordinary General Meeting of Shareholders can be found on the website, www.kardan.nl.

DISCLAIMER

This press release contains forward-looking statements and information, for example concerning the financial condition, results of operations, businesses and potential exposure to market risks of Kardan N.V. and its group companies ("Kardan Group").All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements (including "forward looking statements" as defined in the Israeli Securities Law).. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. These forward-looking statements are identified by the use of terms and phrases such as ''anticipate'', ''believe'', ''could'', ''estimate'', ''expect'', ''intend'', ''may'', ''plan'', ''objectives'', ''outlook'', ''probably'', ''project'', ''will'', ''seek'', ''target'', ''risks'', ''goals'', ''should'' and similar terms and phrases. A variety of factors, many of which are beyond Kardan Group's control, affect our operations, performance, business strategy and results and could cause the actual results, performance or achievements of Kardan Group to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. For Kardan Group, particular uncertainties arise, amongst others but not limited to and not in any order of importance, (i) from dependence on external financing with the risk that insufficient access to capital threatens its capacity to grow, execute its business model, and generate future financial returns (ii) from concentration of its business in Central Eastern Europe and China as a result of which Kardan Group is strongly exposed to these particular markets (iii) from risks related to the financial markets as a result of Kardan's listings and (iv) from it being a

decentralized organization with a large number of separate entities spread over different geographic areas in emerging markets, so that Kardan Group is exposed to the risk of fraudulent activities or illegal acts perpetrated by managers, employees, customers, suppliers or third parties which expose the organization to fines, sanctions and loss of customers, profits and reputation etc. and may adversely impact Kardan's ability to achieve its objectives and (v) from any of the risk factors specified in Kardan's Annual Report 2010 and in the "Periodic Report for 2010"published by Kardan N.V. in Israel on March 31, 2011 and which is also available at the Kardan website. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the relevant forward-looking statement as expected, anticipated, intended, planned, believed, sought, estimated or projected. Kardan N.V. does not intend or assume any obligation to update or revise these forward-looking statements in light of developments which differ from those anticipated.

About Kardan

Kardan identifies and develops assets in promising emerging markets, mainly in the CEE, CIS and China. Its activities are mainly focused on three sectors that benefit from the rising middle class: Real Estate, Water Infrastructure and Retail Lending. In addition, the company has some investment activities in Israel. Company headquarters are in the Netherlands. Kardan aims at holding controlling interests in its investments and, through the development of local business platforms, is actively involved in the definition and implementation of their strategy. Total assets as of June 30, 2011 amounted to EUR 5.6 billion; revenues totaled EUR 395 million in the first half year of 2011. Kardan is listed on NYSE Euronext Amsterdam and the Tel-Aviv Stock Exchange.

For further information please contact:

Walter van Damme Management Board member Kardan N.V. Office +31 (0)20 305 0010 www.kardan.nl

"This press release contains regulated information (gereglementeerde informatie) as defined in the Dutch Act on Financial Supervision (Wet op het financieel toezicht)"