To the shareholders in Tower Group A/S (CVR no. 64 13 84 13)
Notice is hereby given of an Extraordinary General Meeting of Tower Group A/S (the "Company")
Friday, 25 May 2012 at 08:00 at the Company's address
Nørre Voldgade 11, 1st floor, 1358 Copenhagen
Agenda:
- Election of the chairman of the meeting.
- Approval of the transaction whereby the Company sells and FFIRE Investment GmbH and Value Development GmbH purchases Tower I Immobilien erste GmbH, Tower I Immobilien neunte GmbH, Eranus Real Estate Investment GmbH, Tower Pension 1 GmbH, Tower Pension 2 GmbH and Molinia sp z.o.o. pursuant to the sale and transfer purchase agreement between the Company and FFIRE Investment GmbH and Value Development GmbH, dated 3 April 2012.
- Approval of the liquidation of the Company and appointment of a liquidator.
- Approval of an application for the delisting of the shares of the Company from trading and official listing with NASDAQ OMX Copenhagen A/S.
- Notification of the resignation of the members of the Board of Directors, if the liquidation of the Company is not approved.
- Election of new members of the Board of Directors, following item 5 on the agenda, if the liquidation of the Company is not approved.
- Authorisation in respect of filing and registration of resolutions as applicable.
- The detailed motions
1.1 Re item 2 on the agenda - Approval of the transaction whereby the Company sells and FFIRE Investment GmbH and Value Development GmbH (collectively, the "Purchaser") purchases Tower I Immobilien erste GmbH, Tower I Immobilien neunte GmbH, Eranus Real Estate Investment GmbH, Tower Pension 1 GmbH, Tower Pension 2 GmbH and Molinia sp z.o.o. (the "Transaction") pursuant to the share sale and transfer agreement between the Company and the Purchaser, dated 3 April 2012 (the "Share Sale and Transfer Agreement").
Following the circumstances laid out in Company Release no. 39, dated 28 November 2011, and as subsequently described in Company Release no. 40, dated 22 December 2011, the Company's board of directors (the "Board") decided to avoid an immediate filing for bankruptcy by initiating a sale of part or all of its solvent assets in a market tender process. The outcome of this sale would maximize the recovery for the Company's stakeholders and allow for the solvent liquidation of the Company. The sale process was initiated on 23 December 2011, whereby the Company approached a number of potential investors.
On 25 January 2012, the Board by way of press release no. 1, informed the market that the Company had shortlisted six selected bidders for the sale of certain of the Company's subsidiaries, in a structure that had at least enough cash flowing into the Company to allow for the solvent liquidation of the entire group, and where the potential buyer would assume selected creditors. These bidders were subsequently given access to certain Company information with a view to submitting final and binding offers.
On 29 February 2012, the Board received six final bids from six reputable bidders or consortia of bidders. By 1 March 2012, the Board had conducted a thorough and diligent ranking of these bids.
On 7 March 2012, the Company entered into, on an exclusive basis, negotiations with Purchaser, the bidder that had submitted the best offer for the assets being sold and for the stakeholders of the Company. These negotiations have subsequently led to the finalization of the Share Sale and Transfer Agreement that was signed on 3 April 2012. It is anticipated that the Transaction will be completed in May 2012.
In order to complete the Transaction, a number of conditions precedent need to be met, including the approval from the Company's senior and junior creditors. It is anticipated that the condition precedents will have been met/completed, or waived by the Purchaser, as the case may be, by the time this general meeting is held. If certain conditions precedent are not met, such as obtaining senior creditors' approval, it is anticipated that this general meeting will be cancelled and re-convened at a later date to allow for the fulfilment of such conditions precedent.
This general meeting is the culmination of five months' work by the Board and the management to maximize the positions of and recovery for the Company's stakeholders following the decision in December 2011 not to file for bankruptcy and instead pursue this alternative asset-sale strategy. It is the view of the Board that the completion of the Transaction represents the best achievable solution for the Company and its stakeholders, and one that will allow for the maximum recovery possible for stakeholders (although no recovery for the equity is expected). Also, a successful completion of the Transaction will allow for the solvent liquidation of the Company and avoid a bankruptcy filing, something the Board has been working to avoid since November 2011.
In implementing this strategy the Board has complied with its fiduciary duties to the wider group of the Company's stakeholders, and it is in this light that the Board requests that the Company's shareholders approve the Transaction.
1.2 Re item 3 on the agenda - Approval of the liquidation of the Company and appointment of a liquidator.
The Board proposes that the Company enter into liquidation proceedings as per 25 May 2012, pursuant to Chapter 14 of the Danish Companies Act.
In line with previous announcements, cash generated by the sale of selected assets should be sufficient to complete a solvent liquidation of the remaining Tower entities. The solvent liquidation is based on small unsecured creditors being paid out in full, with selected larger creditors accepting a discount. Management is now documenting these discounts so that by the date of this general meeting there should be full visibility that the sales proceeds are adequate to cover all required claims and that the liquidation can be achieved.
As liquidator, the Board has agreed to propose Dr. Christian Eichberger, Rechtsanwalt, Stresemannstraße 76, 10963 Berlin, Germany, to succeed the Board and the management.
Dr. Eichberger has been put forward as a candidate by the Purchaser. Dr. Eichberger is a German lawyer, which is a benefit to liquidating the German sub-holdings, and plans to seek advice from Danish legal counsel for Danish liquidation matters. Subsequent to his appointment, it is anticipated that a strategy will be implemented to liquidate each of the respective sub-holdings as well.
1.3 Re item 4 on the agenda - Approval of an application for the delisting of the shares of the Company from trading and official listing with NASDAQ OMX Copenhagen A/S.
The Board, or the liquidator if so appointed pursuant to item 3 on the agenda, proposes to file an application for the delisting of the Company's shares from trading and official listing with NASDAQ OMX Copenhagen A/S.
Subject to the completion of the Transaction, a listing of the Company's shares is no longer suitable considering the pending liquidation of the Company and the outlook on the negative equity value.
1.4 Re item 5 on the agenda - Notification of the resignation of the members of the Board, if the liquidation of the Company is not approved.
If the liquidation is not approved, the current members of the Board will nevertheless resign as per the date of the extraordinary general meeting.
The members of the Board will following their resignation be deregistered as such with the Danish Business Authority.
1.5 Re item 6 on the agenda - Election of new members of the Board, following item 5 on the agenda, if the liquidation of the Company is not approved.
If the liquidation is not approved, and following the resignation of the current members of the Board pursuant to item 5 on the agenda, the following persons will be suggested appointed as new members of the Board:
Mr. Arnold Butzer
- 2001-2010: Landesbank Berlin AG (Berliner Bank, Bankgesellschaft Berlin AG, Berlin-Hyp AG), Head of Financial and Sales Department
- 1997-2000: Deutsche Hypothekenbank AG Hannover/Berlin, Head of Division in Berlin
- 1978-1997: Bayerische Hypotheken- and Wechselbank AG Berlin, Senior Account Manager, Head of Corporate Business, Head of Professional Construction Business
- 1975-1978: Bank for Trade and Industry A/S (Dresdner Bank) Berlin, Credit Analyst, Senior Account Manager, Real Estate Valuation
- 1973-1975: Zentrale Grundstücksgesellschaft GmbH & Ellendt-Real Estate
- 1970-1972: Grundkreditbank eG Berlin, Senior Account Manager, Real Estate Financing
- Supervisory Board Member i.a. of the Housing Company Karl Marx eG Potsdam and of the IBAG AG (Landesbank Berlin)
Dr. Jochen Scharpe
- Since 2009: Chairman of the Managing Board - LEG Wohnen NRW GmbH, Düsseldorf
- Since 2005: Vice-Chairman of the Managing Board – GSW Immobilien AG, Berlin
- Since 2005: AMCI GmbH, Munich, Managing Partner of; ReTurn Immobilien GmbH, Managing Partner; OOO M&S Developers, Moscow, Managing Partner; Jade Beteiligungs Management GmbH, Managing Partner
- 1999 – 2004: Siemens Real Estate GmbH in Munich, Managing Director
- 1996 – 1999: Railways Real Estate Management GmbH (today: Vivico GmbH) in Frankfurt/Main, Managing Director
- 1989 – 1996: KPMG Peat Marwick GmbH, Senior Manager for Corporate Finance
Mr. Marc Laudien
- Since 2010: HEINICHEN LAUDIEN von NOTTBECK, Berlin, Partner
- 2001 – 2009: LAUDIEN & von NOTTBECK, Berlin, Partner
- 1995 – 1997: Lawyers Peltzer & Riesenkampff in Frankfurt am Main
- 1994 – 1995: Legal Department of the Directorate - Trust Agency Berlin, Special Assets Section
- 1990 – 1993: Trainee at the Higher Regional Court, Celle (D)/ Administrative Sciences Studies in Speyer
Mr. Cord Heinichen
- Since 2010: HEINICHEN LAUDIEN von NOTTBECK in Berlin, Partner
- 2003 – 2009: HEUKING KÜHN LÜER WOJTEK in Berlin, Partner
- 2000 – 2002: HORLITZ von MENGES KEITH in Berlin, Partner
- 1999: Audited Financial and Investment Advisor (A.F.A.)
- 1999: MBA (University of Wales)
- 1998 – 1999: BVVG in Berlin, Head of Department
- 1998: Specialist in Administrative Law
- 1994 – 1997: HEINICHEN BURKE HEINICHEN in Stralsund, Partner
- 1991 – 1993: Administrative Court in Halle a. d. Saale, Judge
- 1988– 1991: Trainee in Braunschweig
1.6 Re item 7 on the agenda - Authorisation in respect of filing and registration of resolutions etc.
Motion to the effect that attorney-at-law Jakob Schou Midtgaard at Plesner Law Firm will be authorised to file any registerable resolutions of the general meeting with the Danish Business Authority and also that Jakob Schou Midtgaard will be authorised to make such changes and additions to the resolutions of the general meeting and the filing with the Danish Business Authority that the Danish Business Authority may require in order to register the resolutions adopted.
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The following carrying requirements (i)-(ii) apply to the motions above and must be complied with in order for the motions to be carried:
(i) The motions in items 2 and 3 may be carried if minimum 2/3 of the votes cast as well as the part of the company capital represented at the general meeting accept the motions.
(ii) The motions in items 1, 4, 6, and 7 may be carried by simple majority.
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Under section 97 of the Danish Companies Act it may be stated that the Company's share capital is nominally DKK 17,259,501.10 and is divided into shares of DKK 0.10 each (equalling a total number of 172,595,110 shares). Any nominal share amount of DKK 0.10 carries one (1) vote.
Alm. Brand Bank A/S is the share-issuing bank through which the shareholders may exercise their financial rights.
The agenda and the complete motions are contained in this notice convening the extraordinary general meeting.
Moreover, in the period 3 May 2012 to 25 May 2012, it will be possible to find further information on the extraordinary general meeting on the Company's website, www.towergroup.dk, including the total number of shares and voting rights at the date of the notice convening the meeting, this notice convening the meeting containing the agenda and the complete motions, proxy forms and absentee voting forms, and the other documents to be presented at the extraordinary general meeting.
Further, this notice convening the extraordinary general meeting has been published via NASDAQ OMX Copenhagen A/S and the IT-systems of the Danish Business Authority and has been forwarded to the shareholders registered in the Company's register of shareholders, who have made a request in respect thereof.
Prior to the extraordinary general meeting, the shareholders have the opportunity to ask questions to the agenda and other material to be used for the general meeting, such questions to be received by the Company no later than 17 May 2012. The opportunity to ask questions prior to the holding of the general meeting does not affect the shareholders' right to ask questions at the general meeting itself.
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In order to attend the general meeting and vote the following must be observed:
The shareholders' right to vote at the general meetings of the Company or to vote by post in relation to the shareholders' shares is determined in relation to the shares held by the shareholders at the date of registration.
After the date of registration a calculation is made of the shares which each shareholder owns at the date of registration. The calculation takes place on the basis of registrations of shares made in the register of shareholders and properly documented notices to the Company regarding transfer of shares which is not yet registered in the register of shareholders but which the Company has received prior to the date of registration. Notices of shareholdings shall, in order to be recorded in the register of shareholders and included in the calculation, be documented by presentation of documentation from VP Securities A/S or other corresponding documentation, which shall not be older than one (1) month. The Company must receive such documentation no later than at the date of registration.
The date of registration is 18 May 2012, at 23:59 p.m. Only persons who on the date of registration, 18 May 2012, at 23:59 p.m., are shareholders in the Company have the right to participate in and vote at the general meeting. However, a shareholder has to comply with the requirements for timely application for admission cards, as described below.
Transfers of shares that take place in the period between the date of registration and the extraordinary general meeting do not affect the voting right at the extraordinary general meeting or the right to vote by post for the purpose of the extraordinary general meeting.
In order to attend to the Company's extraordinary general meeting the shareholders must no later than 21 May 2012, at 23:59 p.m. make a request to receive an admission card on presentation of due proof of identity. Admission cards are issued to shareholders that hold shares in the Company as at the date of registration. Admission cards can be ordered with VP Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S, until and including 21 May 2012, at 23:59 p.m.
The shareholders have the right to attend by proxy in case the shareholder is prevented from participating at the general meeting.
The application form for application for the admission card and the proxy form can be found via the Company's website, www.towergroup.dk, under "Investor Relations".
Ordering of admission cards and/or submission of proxies to the general meeting can also take place electronically via www.vp.dk/gf or by submitting the application form for application for the admission card and/or the proxy form to VP Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S. The pplication for the application for the admission card shall have been received no later than 21 May 2012, at 23:59 p.m., and the proxy form shall have been received no later than 21 May 2012, at 23:59 p.m.
The shareholders may - instead of voting at the actual general meeting - choose to vote by post, i.e. voting in writing prior to the holding of the general meeting. An absentee voting form is available at the Company's website www.towergroup.dk. Any shareholder who chooses to vote by post shall send their absentee votes to VP Investor Services A/S, Weidekampsgade 14, P.O. Box 4040, DK-2300 Copenhagen S, so that the absentee vote is received no later than the day before the holding of the general meeting. An absentee vote that has been received cannot be withdrawn.
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Best regards
Tower Group A/S
Anton Aksic
Chairman of the Board of Directors
Questions regarding this release can be directed to CEO, Martin Coté, on tel.: +420 725 716 755.
