Regulated and Inside Information
ANNOUNCEMENT: Sale of assets pursuant to Dissolution Plan
To the shareholders:
London - 22 August 2018 at 18:00 hours
ANNOUNCEMENT: SELLING ORDER SHARES IN YOUR DRINKS
The Board wishes to announce its intention to place a selling order for the shares the Company holds in Your Drinks AG. This sale of shares forms part of the dissolution of the company.
Following the annual general meeting ("AGM") held on 18 January 2018, and previously announced during the AGM held on 15 July 2016 and in subsequent statements and notifications dated 15 July 2016, 20 January 2017, 3 February 2017 and 20 July 2017, the Board has commenced a full and orderly winding down of the Company (and its subsidiaries). The Board of Directors drafted a dissolution plan to this end, which was published on 20 December 2017 and which was approved by the shareholders during the AGM held on 18 January 2018.
The Board reminds the shareholders that pursuant to the 6th shareholders resolution - which carried with 99.3% of the poll votes during the AGM held on July 15, 2016 - the Board has already been authorised by shareholders to dispose of any subsidiary or asset of the Company on such terms as it sees fit.
The Board further reminds shareholders that the bidding process early 2017 in which certain assets were offered to shareholders though publications on the Company's website on 3 February 2017 did not result in any interested purchasers. The Company and Algo Vision Systems GmbH initiated this auction as part of a longer term liquidation or dissolution strategy. No acceptable bids were received within the time frames set out in the Auction Protocol.
The Board further reminds the shareholders that shareholders (and interested parties) were subsequently granted a further opportunity to (to the extent legally possible) take ownership of certain assets prior to the AGM. Shareholders and third parties were granted the option to put in a proposal for the financing of an independent foundation governed by Dutch law. The Board notes that no offers for sufficient financing were made within the time frames set out in the dissolution plan or thereafter.
If no or insufficient financing was available for the aforementioned foundation, the Company (and Algo Vision Systems GmbH) wished to give the shareholders (and third parties) an alternative opportunity to purchase the shares in Your Drinks AG and/or agreements with Your Drinks AG (noting that consent by Your Drinks AG is in that case necessary for transfer of these agreements) prior to the dissolution of the Company. The Board notes that no offers for the assets were made within the time frames set out in the dissolution plan or thereafter.
The Board therefore intends to place a selling order for all of its shares in Your Drinks AG on or shortly after 5 September 2018.
Board of Directors
Mr. P. Zwart (CEO)
Mr. W. Bouma