At an extraordinary general meeting of shareholders held today in The Hague, the shareholders of Amstelland NV (property development) lent their approval to an issue of shares and warrants to finance the takeover of property developer Multi Development Corporation NV (MDC). They also voted to appoint A.D.J.G. van Dam, currently co-chairman of MDC, to the Supervisory Board and they passed a resolution approving a change of name for the company to Amstelland MDC NV.
Amstelland and MDC announced their intention to merge the two companies on 24 June of this year in a deal under which Amstelland would acquire the entire share capital of MDC. Amstelland occupies a prominent position in the Netherlands as a developer of housing, offices (including business parks) and urban centres. MDC is active on a European scale as a developer of town centre concepts and multifunctional centres including retail, leisure and office facilities. This takeover is in line with AmstellandÂ's strategy of becoming a European operator through organic growth, strengthened by acquisitions. The takeover will make an immediate profit contribution, lifting earnings per share for Amstelland.
Approval of increase in share capital
Management Board Chairman K. de Ruiter gave a presentation to the shareholdersÂ' meeting setting forth the strategic and financial arguments in favour of the takeover. The lent their approval to an increase in the share capital to finance the takeover. In connection with this move, they also passed a resolution amending the Articles of Association to increase the authorised capital. The takeover price of EUR 310 million will be funded partly out of the companyÂ's own resources and partly by the issue of a maximum of 31.73 million shares, of which 20.66 million will be placed with the shareholders of MDC, who are selling their shares, at a price of EUR 7.50. Amstelland will be going to the capital market with a maximum of 11.07 million shares. The selling shareholders have undertaken to support the issue by subscribing to the bookbuilding at EUR 7.00 per share. In addition, 5.75 million call warrants for Amstelland shares will be issued to the shareholders of MDC.
Increase in size of Supervisory Board
The shareholders voted to appoint A.D.J.G. van Dam, currently co-chairman of MDC, member of the Supervisory Board, his name having been put forward by the Board. In addition to Mr Van Dam, the Board is now made up of C. Boonstra (chairman), A. Baar and L.J.M. Pijnenburg.
The shareholders were also informed of the proposed appointment of J.F.J. van Veggel to the companyÂ's Management Board. The Management Board of Amstelland MDC will be formed by K. de Ruiter (chairman) and Van Veggel, who, as vice-chairman, will be responsible for the commercial property activities in the Netherlands and other countries. Further appointments to the Management Board, including the post of CFO, will be made before the end of the year. De Ruiter is currently chairman of Amstelland. Van Veggel is co-chairman of MDC.
Change of name
The shareholders passed a resolution proposing a change of name for the company to Amstelland MDC NV. Coming directly under the holding company Amstelland MDC, Amstelland Ontwikkeling, the main Amstelland subsidiary, and MDC will continue to operate under their own names. Both companies have an established market profile of their own and their activities are a good fit.
Place of official domicile
Pursuant to its Articles of Association, the company will in future be established at Utrecht. This change reflects the previous relocation of the Amstelland NV headquarters from The Hague to Nieuwegein.
Calendar of events
The issue of shares and warrants to finance the takeover will take place early in August. The issue prospectus will be published on 12 August and the closing date for subscription will be 16 August. The takeover is expected to be completed by the end of that month.
Source: Amstelland NV