Europeinvestment A/S in Liquidation
CVR No. 10435013
c/o Inwema ApS
Kongevejen 53, DK-2840 Holte
Notification: 2008-09-01
Minutes of the Extraordinary General Meeting of 29th August 2008.
The Chairman explained that he held a power of attorney in respect of 9,912,000
shares held by Mr Nicholas Bertrand containing Mr Bertrand's instructions as to
voting. Mr Claus Andersen sought evidence which the Chairman showed.
Mr Niklaus Sonne asked when Mr Bertrand had acquired his shares as there had
been no notification by the Company to the Stock Exchange. The Chairman was not
aware of the date of the transfer but said it would be a matter for the
Liquidator to ensure notification was made.
The Chairman reported to the meeting as follows:
A meeting was held on 5th May 2008 in order to try and liquidate the Company,
discharge the creditors, and distribute the surplus cash to shareholders.
Following the meeting, the Company was advised by the authorities that a
prospectus was needed prior to distribution of assets.
Aladdin gave notice that the Company was in breach of its contract entered into
in 2007 in relation to the provision of a credit line agreed to allow the
Company to operate on a day to day basis. This agreement terminated in any event
on 31st August 2008.
The Company has only one asset - its holding in Europe Vision plc - and a
handful of creditors totalling approximately DKK 33 million.
In the Company's view, the major creditors had previously agreed to defer
payment until the Company received cash. Some major creditors have now changed
their view.
The major creditors comprise Aladdin, professional advisors, the Board and
management. The remaining creditors amount to less than DKK 400,000.
Some minority shareholders have recently commenced legal action against the
Company.
Aladdin received an offer to sell its shares to a Danish businessman but the
deal did not proceed because of the actions of some of the major creditors.
The deadline for the completion and publication of the half year report is
Friday 29th August 2008. This will not happen as the Company has not completed
its work.
The Company has been informed the Copenhagen Stock Exchange has decided to
delist the Company. This occurred after the EGM notice had been circulated.
The former Liquidator has resigned.
The Company has been informed that Aladdin Investment Services Ltd has sold its
total shareholding to Mr Nicolas Bertrand.
Mr Claus Andersen stated that he believed the meeting was illegal in that it was
in his opinion in breach of paragraphs 12 and 14 of the Company's Articles of
Association.
He further protested, as did Mr Niklaus Sonne, that the meeting was being held
in English but they acknowledged that on this occasion it was necessary.
The Chairman then proceeded to the Resolutions:
It is proposed that Europeinvestment A/S enters into liquidation and appoints
Nicolas Bertrand as liquidator.
Mr Claus Andersen believed that the resolution should be for the appointment of
an officer able to protect the Company from its creditors as this was in the
agenda circulated to shareholders. Niklaus Sonne said that such an individual
must by Danish law be a Danish citizen. The Chairman stressed that what was
being proposed was the appointment of Mr Bertrand as a liquidator and so the
citizenship constraint did not apply.
The Chairman reported that the new liquidator's fees would be DKK50,000 per
month but payment was to be deferred until the Company had received significant
cash.
Following a count of votes the resolution was passed as follows:
In favour 9,912,000
Against 3,321,281
Decision to authorise the Liquidator to pay back the debt to Aladdin
Investment Services Ltd. in cash or in Europe Vision Plc shares on request of
Aladdin Investment Services Ltd.
Mr Claus Andersen stated that voting on such a resolution was in contravention
of the Danish Company Act para 63 because of the pending court action. The
Chairman noted the objection but put the resolution to the meeting.
Following a count of votes the resolution was passed as follows:
In favour 9,912,000
Against 3,286,281
Investigation of potential responsibility of Claus Andersen, Rolf Andersen and
others.
Mr Claus Andersen stated that voting on such a resolution was in contravention
of the Danish Company Act para 63 because of the pending court action. The
Chairman noted the objection but put the resolution to the meeting.
Following a count of votes the resolution was passed as follows:
In favour 9,912,000
Against 3,286,281
Investigation of potential responsibility of Lars Christensen.
Mr Claus Andersen stated that voting on such a resolution was in contravention
of the Danish Company Act para 63 because of the pending court action. The
Chairman noted the objection but put the resolution to the meeting.
Following a count of votes the resolution was passed as follows:
In favour 9,912,000
Against 3,286,281
Decision to grant Aladdin Investment Services Ltd an option to buy the film
fund.
It is proposed that the liquidator is authorised to grant Aladdin Investment
Services Ltd. an irrevocable option to buy the film fund at a price of € 2.6
million and that the purchase price shall be paid by way of set-off against the
Company's debt to Aladdin Investment Services Ltd. This option is without any
time limit and is conditional on none of the resolutions of this meeting being
revoked or cancelled.
Mr Claus Andersen tabled an email received from Mr Kenneth Dundas, the former
liquidator, which stated that the Film Fund was already sold. The Chairman said
he was not aware of this and in anticipation of the possibility that the fund
had not been sold, a vote was proposed.
Following a count of votes the resolution was passed as follows:
For 9,912,000
Against 3,321,281
Decision to decrease the share capital of the Company, combined with a
distribution of Europe Vision Plc shares to the shareholders.
Mr Niklaus Sonne said that it was not reasonable to consider decreasing the
share capital without knowing what amount was being proposed.
Following a count of votes, the resolution was passed as follows:
For 9,912,000
Against 3,321,281
Decision to delist the Company from the Copenhagen Stock Exchange in order to
save the costs associated with being listed on the exchange.
The Chairman reported that the Company had received a letter from the Stock
Exchange confirming that the Company was to be delisted on 4th November 2008 and
that the last day of trading would be 3rd November 2008. He therefore stated
that the Resolution could not therefore be voted upon and was withdrawn.
Decision to investigate whether any professional advisors have caused damage to
the Company or its shareholders by virtue of the advice given to the Company
since 2004.
On a show of hands, the resolution was passed.
Decision to change the agreement regarding payment to directors in the form of
shares in Europe Vision Plc, so that the position prevailing prior to the
meeting of 5th May 2008 was reinstated.
The Chairman explained that what was being sought was to revert to the position
that existed prior to the meeting of 5th May 2008.
On a show of hands, the resolution was passed unanimously.
Decision to split the Company into two companies.
On a show of hands, the resolution was not passed.
Independent investigation of the conversion of the debt to Aladdin Investment
Services Ltd.
Mr Claus Andersen stated that voting on such a resolution was in contravention
of the Danish Company Act para 63 because of the pending court action. The
Chairman noted the objection but put the resolution to the meeting.
Following a count of the votes, the resolution was not passed as follows:
Against 9,912,000
For 3,286,281
Independent investigation of the Agreements regarding the film fund.
Mr Claus Andersen stated that voting on such a resolution was in contravention
of the Danish Company Act para 63 because of the pending court action. The
Chairman noted the objection but put the resolution to the meeting.
Following a count of the votes, the resolution was not passed as follows:
Against 9,912,000
For 3,286,281
Independent investigation of the fee paid to Europe Vision Plc in relation to
the investments to be undertaken.
Following a count of the votes, the resolution was not passed as follows:
Against 9,912,000
For 3,286,281
Independent investigation of the events in connection with the sale of all
assets and activities to Tritel Investments in February 2006.
Following a count of the votes, the resolution was not passed as follows:
Against 9,912,000
For 3,286,281
Rejection of any claim which Aladdin may have against Europeinvestment A/S
unless such claims are based on prior written agreements made on fair terms.
On a show of hands, the resolution was not passed.
The Chairman then raised two further issues that he felt warranted a shareholder
vote.
Mr Niklaus Sonne stated that insufficient time had been given for shareholders
to be expected to vote as no notice had been given. The Chairman pointed out
that the two issues requiring attention had been discussed at the meeting of 5th
May 2008 and that the Company and former Liquidator were merely seeking
reconfirmation.
1. Decision on discharge of liability of the Board and Management
Following a count of votes, the resolution was passed as follows:
For 9,912,000
Against 3,321,281
2. Independent Investigation of the conversion of the debt to Aladdin Investment
Services Ltd.
Following a count of the votes, the resolution was not passed as follows:
Against 9,912,000
For 3,321,281
The Chairman believed it would be appropriate to read to the meeting the initial
findings of the new Liquidator based on the information made available to him by
the outgoing Liquidator and from information already in the public domain.
The report read:
The recently announced delisting of the Company from the Copenhagen Stock
Exchange will free the Company from regulatory constraints and consequently will
save considerable costs.
Agreement should be reached between the major creditors and the Company whereby
the creditors reconfirm their willingness to defer payment until such time as
the Company has cash.
An agreement should be reached with Aladdin to lend the Company sufficient
working capital to pay the small creditors and to pay day to day running costs.
No major creditors should be paid until significant cash has been received.
Shareholders who have taken legal action against the Company should drop their
actions.
The Company is in a bad financial state and is effectively not operating. This
situation will only worsen if shareholders, creditors and the Company do not
work together in the future rather than pulling in different directions.
If the above points are not satisfactorily addressed, I will resign immediately.
There being no other business, the Chairman declared the meeting closed.