Regulated Information
PAYMENT OF DIVIDENDS SUSPENDED
To the shareholders:
LONDON - October 16, 2014 at 15:10 hours
Following questions subsequent to the announcement dated October 6, 2014, the board of directors ("Board") of Opportunity Investment management plc ("OIM" and "Company") would like to elaborate on the reasons for the suspension of the shares and payment of dividend.
As previously announced, the current directors were appointed on 10 June 2014 ("Appointments") with Mr. J. Haag being removed as a director by resolution of the Company on 10 June 2014 and each of Messrs T Ackerly, R Verhoef, S Kalf and M Ritskes failing to be re-appointed as directors following the annual general meeting of the Company held on 24 June 2014. Following the Appointments an analysis has taken place of the financial administration of OIM. The Board has come to the conclusion that not all necessary information relevant to the Company was and is present.
For example: (i) documentation evidencing that certain payments made, loans and investments had a legal and valid title is lacking, (ii) OIM?s legal position with respect to the tax authority is not sufficiently clear (the tax file is not complete), (iii) OIM does not possess sufficient information to assess whether certain invoices are due and (iv) OIM is not in possession of its full digital administration and the Company?s e-mail history. Please note that this information may well exist, but it is not currently in OIM?s possession and has not been provided to OIM inspite of requests for it.
As a result, the Board has found and still finds that it is not able to establish the rights and obligations of OIM with a sufficient degree of certainty. Therefore, OIM had no option than to temporarily suspend the shares and payment of dividend, until the full financial position of the Company can be established and OIM is certain that the dividend payment can be made and in what amount, without jeopardising the Company. The Board cannot ignore the situation they have been confronted with following the Appointments and as such must act with due care and in the best interests of the Company.
Over the past three months, the Board has attempted to obtain the missing information by contacting a variety of sources, for example, relevant parties, authorities and banks in The Netherlands, the UK, Belgium and Germany. This has taken time and has - to a limited extent - resulted in further information. Inspite of the substantial efforts made, OIM is still not in the position where it can establish its rights and obligations with a degree of certainty. For that reason, it has been decided that the most prudent course of action is to continue the suspension for the present time.
An investigation is currently taking place regarding multi-million euro investments and loan agreements that it appears were entered into by OIM earlier this year, as far as we can tell without sufficient underlying documentation to demonstrate the rationale for these investments and loans and why it was in the interest of OIM to enter into them. These investments and loans have apparently been made with a substantial part of the proceeds from the sale of the Fleischhauer-company.
In addition, a further investigation is taking place concerning the recent attempt by certain parties to exercise share options over OIM shares apparently granted in 2013, when the annual accounts of OIM for 2013 signed by the (then) Board on 30 April 2014 and presented by them to the annual general meeting makes no reference to such rights or options. Before the Board can prudently authorise the payment of dividends to OIM shareholders, it must have time to complete its investigations into the financial position of OIM, including the level of OIM?s financial commitments, over which the Board does not currently have a sufficient degree of certainty, for the reasons stated in this announcement.
Legal proceedings have been initiated against those that OIM believes are likely to have or ought to have or have had such information or documentation in their possession or under their control. Please note that these particular proceedings are aimed at obtaining information only. The Board does not consider it appropriate to discuss on-going legal proceedings but it will make one or more further announcements when there are material developments that the Board wishes to place before shareholders.
It has recently come to the attention of the Board that interim accounts for the six month period ending 30 June, 2014 have been made public and filed with the Registrar of Companies in England. The current members of the Board were not involved in, nor informed about, the preparation or publication of these interim accounts and were not party to their approval, despite the Appointments. Consequently, and for the reasons stated above, the Board is currently unable to establish whether the figures in the interim accounts are correct. The Board is making urgent enquiries into this matter.
The Board's current objective is to be in a position to provide clarity to the shareholders in as short a term as practical. It is likely that the court proceedings mentioned above will play a role in being able to meet this objective. As it is unlikely that the court will render a judgment before the end of November and the court has not yet set a date for the judgment, the date for the next announcement has been set accordingly.
Unfortunately at this stage, the Board is not able to provide further information. Rest assured that the Board is doing all it can to safeguard the position of Company and its shareholders. We invite those who may be able to assist in providing the missing information to contact OIM.
The e-mail address info@oimplc.com is not currently longer active. The Board will try to ensure that this e-mail address is reactivated shortly. In the meantime, the following e-mail can be used lok@dvdw.nl (address attorney).
Board of Directors
Mr. P. Zwart (CEO)
Mr. W. Bouma
Mr. A. van Raak