Vienna (pta007/15.02.2016/08:16) - Last Thursday, 11/02/2016, the ATX-listed company conwert Immobilien Invest SE (conwert) received a request from its shareholder MountainPeak Trading Ltd (an affiliate of ADLER Real Estate Group, together "Adler") to convene an extraordinary general meeting to change three out of four members of the current Administrative Board.
conwert believes the proposed agenda for the EGM is not in the best interest of all of its shareholders. However, the EGM request has not yet been accepted or rejected.
conwert reiterates its view that Adler is trying to gain control of the conwert Administrative Board, and therefore control of the company. If Adler does gain control, then all of conwert's major decisions would effectively be made by a direct competitor. This anomaly would be further compounded because, unlike the Supervisory Board of a stock corporation, the Administrative Board of the monistic SE conwert has considerable authority over its executive and operative management.
+ Adler proposes that three of the four seats on the Administrative Board be occupied by its own candidates, equalling 75% of the total seats and yet Adler is only a minority shareholder with slightly over 20% of the shares in the company, based on information that has been made public.
+ By proposing the Chairman of its own Supervisory Board, Dirk Hoffmann, Adler is obviously recommending a candidate who cannot be considered impartial or independent. Whilst Mr. Hoffmann has operational experience in the banking industry, it appears not in the real estate industry.
+ Adler is also proposing the Chairman of the Supervisory Board of DEMIRE AG ('DEMIRE'), Hermann Anton Wagner, as another candidate. Adler does not mention, in its own announcements, that Mr. Wagner holds this important position. Adler says that the candidate is independent. However, DEMIRE and Adler have at least one major shareholder in common, and have engaged in related party transactions in the past. These two proposed candidates were both members of the Supervisory Board of DEMIRE in the past. Mr. Wagner apparently has no operational experience in the real estate business. Adler only refers to his expertise as an auditor and tax consultant, skills that are already covered much better on the conwert Administrative Board.
+ The third candidate, Wijnand Donkers, is an industry partner of Petrus Advisers LLP, another conwert minority shareholder. Adler and Petrus would thus completely control the Administrative Board together in the future.
+ Adler has created the impression that conwert is unwilling to convene an extraordinary general meeting. To date, the request has not been accepted or rejected. As usual, and is formally necessary in such cases, conwert is currently reviewing Adler's request very carefully and will promptly convene an extraordinary general meeting in the near future if the formal conditions are met.
conwert has succeeded in engaging in a constructive dialogue with its shareholders, including Adler, in recent months. Up until now, Adler has expressed to conwert its willingness to support the company's strategy. Furthermore, conwert previously offered Adler the opportunity to nominate one candidate for election, by the shareholders, to the vacant fifth seat on the current Administrative Board. Adler has rejected this opportunity in favour of the current request to change three out of four existing Board members. With one seat out of five, Adler would hold 20% of the seats on the Administrative Board, much more representative of the Adler shareholding.
conwert is firmly convinced that all shareholders' interests must be considered and respected in a balanced manner and intends to continue to work hard to engage in a constructive dialogue with all shareholders.
This release contains forward-looking estimates and statements that were made on the basis of the information available at this time. Forward-looking statements reflect the point of view at the time they are made. We would like to point out that the actual circumstances and, consequently, the actual results realised at a later date may differ from the forecasts presented here for a variety of reasons.(end)