DGB GROUP N.V. The third quarter 2015 was the first quarter for Roto Smeets Group N.V. (RSG NV) without activities and was mainly characterised by the performance of formalities to prepare the transition from RSG NV to Verenigde Nederlandse Compagnie N.V.
On 10 July 2015, International Media Solutions B.V. ('IMS') - a company incorporated by the Major Shareholders of RSG NV - definitively took over the shares of Roto Smeets Group B.V. (RSG BV) from RSG NV. RSG BV is the parent company of all media companies in the group. This meant that from that date onwards the stock company RSG NV no longer had any activities. An amendment to the articles of association was needed in order to pay out the proceeds from the sale of RSG BV as well as the proceeds from the sale of the empty NV to Geert Schaaij Beheer B.V. to all shareholders.
On 12 August 2015, a notice was sent out to convene an Extraordinary General Meeting of Shareholders, which was held on 23 September 2015. At that meeting, resolutions were adopted on the proposed amendment to the articles of association, performance of the exemption resolution and appointment of the company's external accountant.
The amendment to the articles of association referred to capital reduction, name change, change in description of the objects and transfer of the registered office. After approval of the amendment to the articles of association, the resolution to reduce the capital on 1 October was deposited at the office of the Chamber of Commerce for inspection. At the end of this period, the amendment to the articles of association can be formalised and the name of the listed company will be changed to Verenigde Nederlandse Compagnie with its place of registration as Assen. The objectives of the company include participating in, financing, granting services and providing advice to other companies in order to create value for all stakeholders.
On 23 September the meeting gave consent with 99.8% of the votes to Mr Schaaij for exemption from the obligation, once he receives predominant control upon acquiring the 85.6% of the shares in RSG NV from the major shareholders, of making a public offer on all shares of the company in accordance with Section 2(1)(a) of the Exemption Decree on takeover bids Wft.
The meeting also agreed to the appointment of BDO audit & assurance B.V. as the company's external accountant for the financial year 2015.
On 12 October, a notice was sent out for a concluding Extraordinary General Meeting of Shareholders, where the agenda includes resignation of the current board of RSG NV and the nomination for appointment of the new board of Verenigde Nederlandse Compagnie N.V.
More details on the above formalities can be found on the company's website (www.rotosmeetsgroup.com - investor relations).
ExpectationsSince the NV has no creditors, the expectation that the objection period for the capital reduction will not be used by 1 December 2015 is justified. At that time, the amendment to the articles of association can be implemented and the payment to the shareholders is expected to take place on 3 December 2015. On 4 December the name change will take effect and the Verenigde Nederlandse Compagnie will continue the company under management of the new board.
Deventer, 5 November 2015
Roto Smeets Group NV Management Board
This is an interim communication in the scope of Section 5(25e) of the Financial Supervision Act.
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