Regulated and Insider Information

To the shareholders:

London - 18 January 2018 at 18:20 hours

The following statement (subject to subsequent minor changes) was read at the Shareholders Meeting held on 18 January 2018 in London.


This statement is made by the Board of the Company ("Board"). The Board will take questions following this statement. The meeting may be adjourned for a few minutes after the end of the formal business if the Board wishes to take time to consider responses. Any questions that the Board prefers not to answer today will, if appropriate in the opinion of the Board, receive a response via the Company’s website within the next two weeks or otherwise as soon as reasonably practical. This statement will also be posted to the website of the Company following today's meeting.

The Board of Directors of OIM plc has approved the annual report and financial statements for the year ended 31st December 2016, which have also been signed by the auditor of the Company, Ernst & Young. The process was again an extensive one given the limited liquidity remaining and certain uncertainties pertaining to, for example, tax claims and settlement of remaining disputes.

As shareholders have been informed, the Company has insufficient liquidity to continue its activities in the longer term as its running costs are high due to its listing and cross border jurisdictional aspects. Were the Company to continue, it is to be assumed that the Company would at some point become insolvent. In view of the fact that the Company (and its subsidiaries) have no remaining activities and no known creditors, an orderly wind down is considered by the Board to be the prudent course of action. There is sufficient liquidity for an orderly winding down, as is shown in the dissolution plan provided to shareholders. The current financial position of the Company is furthermore reflected in the dissolution plan.

The Board reminds shareholders that it has waived its management fee from April 2017 onwards.

The Board informed shareholders on 20 July 2017 and 6 September 2017 regarding the settlement reached with Your Drinks AG before the District Court Berlin. The Board refers to the statements on the Company's website dated 20 July 2017 and 6 September 2017 and the statement published on the website of Your Drinks AG, which provide the background and consequences of the statement.

The purpose and effect of the settlement is to settle all existing disputes between the parties, which concern not merely the claims that are subject of the proceedings but other related issues not yet brought into any proceedings. Under the settlement agreement a single and total payment to Your Drinks of EUR 250,000 was made. No further payments will be due from either company to Your Drinks. The settlement leaves unaffected the existing and future obligations of Your Drinks under an (extended) 5 million loan agreement from 2014 (noting that interest is again due from 1 January 2018 onwards) and the Royalty Agreement from 2014. As a result of the settlement reached with Your Drinks AG, the Company declares that the statement made by the Company on page 1 and 2 of the Auction Protocol dated February 3rd, 2017, that the assets to be sold also consist of: any and all claims OIM has against former (not current) directors of OIM including claims for mismanagement and breach of fiduciary duty" is withdrawn and will not be repeated by the Company. The assets of the Company therefore do not include any such claims.

Following the settlement with Your Drinks and excepting running costs including advisors' fees, neither the Company nor Algo Vision Systems GmbH has any known creditors. The Board believes that there is now sufficient liquidity available for an orderly winding down.

The liquidation of Out of Africa AG resolved in October 2016, is currently in its final phase. The audit of the liquidation balance is pending, subsequent to which the finalisation may take place. This finalization is expected this spring.

Algo Vision Systems GmbH is currently also in liquidation. The Board had announced its intention to liquidate Algo Vision Systems GmbH (within a period of 1-2 years) in several of its announcements including the statements for shareholders dated 15 July 2016, 30 September 2016, 3 February 2017, 20 July 2017 and in the dissolution plan published on 20 December 2017. In line with these announcements, Algo Vision Systems GmbH is now in liquidation, with effect as of 31 December 2017. The liquidation is expected to be finalized in February 2019, following which Algo Vision Systems GmbH shall be deleted from the commercial register.

Algo Vision Systems GmbH no longer has any activities, nor creditors nor any remaining substantial assets (see the dissolution plan). A reservation is made within this Company in view of a potential tax claim related to the Fleischhauer Transaction. The Board expects clarity regarding this matter in February 2018, but notes it is dependent on third parties in this matter; namely the assessment and procedure of the tax office. As indicated in the dissolution plan, Algo Vision Systems GmbH only has sufficient cash for its liquidation. Even if the costs of liquidation are lower than expected (e.g. as a result of no or limited tax claim), any resulting available liquidity would not result in any substantial increase in cash to shareholders of the Company.

As stated, there are no remaining commercial activities within the Company and its subsidiaries and there is little scope for nor commercial sense in undertaking new investments and/or activities. Continuation of the business is a disproportionately costly exercise as a result of its complex and cross border structure and is therefore not considered by the Board to be a viable option, as this would most likely lead to the Company's insolvency. The Company and Algo Vision Systems GmbH have insufficient funds to remain in existence until 2021 (being the year when the loan agreement with Your Drinks AG terminates and the loan becomes due) and there is no expected or sufficient income in the future. As previously announced during the annual general meeting ("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 therefore intends to commence a full and orderly winding down of the Company (and its subsidiaries). The Board of Directors drafted a dissolution plan to this end, which is put before the shareholders today.

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.
Rather than merely confronting shareholders with a wind down, the Board wished to provide shareholders (and interested parties) further opportunity to (to the extent legally possible) take ownership of certain assets in circumstances where the Company and group are no longer able to do so. Shareholders and third parties have therefore been granted the option to put in a proposal for the financing of an independent foundation governed by Dutch law. This option is presented as option 1 in the dissolution plan. In conformity with the auction protocol, the Board reviewed the possibility of setting up a foundation itself, however, it lacked the financing to do so.
The option of setting up a foundation would have the added benefit that pursuant to the settlement agreement with Your Drinks AG, approval for transfer of the Investment and Royalty Agreement of 5 June 2014 and respectively the loan agreement of 7 May 2014 and/or claims thereunder to a foundation would be granted by Your Drinks AG. This foundation would then need to be solely established with the purpose of administering such assets to the benefit of OIM's (former) registered shareholders.

If no or insufficient financing is available for the aforementioned foundation, the Company (and Algo Vision Systems GmbH) wish 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. If shareholders or third parties allocate value to such assets they would have the chance to exploit any value or opportunity they believe is present. This is presented as option 2 in the dissolution plan.

The deadlines for proposals regarding options 1 and 2 lapsed today as parties were invited to make their proposals prior to the AGM held today. The Board notes it has received (only) one proposal of this kind, in which one (beneficial) shareholder proposed to contribute to financing for a foundation pro rata to his shareholding in the Company, which was therefore a proposal to provide partial funding. For information, this shareholder's beneficial holding amounts to less than one percent of the issued shares in the capital of the Company.

The Board notes that this is likely to be the last AGM for the Company.

Board of Directors

Mr. P. Zwart (CEO)
Mr. W. Bouma

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