Braas Monier Building Group S.A.: Preliminary Injunction against Capital Increase from Reserves
Braas Monier Building Group S.A. / Key word(s): Legal Matter
Disclosure of an inside information according to Article 17 MAR,
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Preliminary Injunction against Capital Increase from Reserves
On the evening of 5 December 2016, the Board of Directors (the "Board") of
Braas Monier Building Group S.A. ("Braas Monier") was served with a
preliminary injunction of the tribunal d'Arrondissement of Luxembourg,
which was passed upon application of Marsella Holdings S.à r.l., the bidder
in the current takeover offer for the shares in Braas Monier and subsidiary
of Standard Industries, Inc. The preliminary injunction suspends the
resolution of the Board of 29 November 2016, in which it had decided that
it would issue 3,916,666 new shares from a capital increase by
incorporation of reserves, until a definitive decision has been taken by a
competent court. The preliminary injunction further prohibits the Board
from proceeding with the issuance of 3,916,666 new shares, until a
definitive decision has been taken by a competent court. In the preliminary
injunction, the court has further ordered Braas Monier to publish the main
contents of the injunction on the website of Braas Monier. This is the
first time that Braas Monier has been informed about the application for
the injunction, and Braas Monier has not yet had an opportunity to state
The preliminary injunction will cease to have legal effect if Marsella
Holdings S.à r.l. fails to institute proceedings before the competent court
and before the juge des referés before 23 December 2016 so that it may
decide in a contradictory proceeding on the claim of Marsella Holdings S.à
r.l. to annul/suspend the effects of the decision of the Board of 29
In order for shareholders to be able to accept the takeover offer in
respect of new shares from a capital increase, the new shares would have to
be booked into the depositary accounts of the shareholders before the end
of the acceptance period on 23 December 2016. For this, the preliminary
injunction will have to be lifted in time such that the necessary steps for
implementing the capital increase can be taken.
Braas Monier will take all available legal measures to have the preliminary
injunction lifted. Braas Monier believes that the preliminary injunction is
without foundation. Standard Industries could have made the absence of any
capital increase a closing condition of the offer. This did not occur.
Instead, the offer document provides that capital increases by
incorporation of reserves are possible up to 3,916,666 shares, without this
being able to prevent completion of the offer. The proposed capital
increase by incorporation of reserves stays within these limits. If
Standard Industries now uses this capital increase to justify its
preliminary injunction, it acts in contradiction to the terms of the offer
as defined in the offer document.
The Board decided on the capital increase by incorporation of reserves
because the capital increase is in the interest of all its shareholders and
in the interest of the company, and is permitted by the applicable law as
well as the articles of association of Braas Monier.
The Board continues to recommend that shareholders do not accept the offer.
Director Group Communications / Investor Relations
Braas Monier Building Group
Tel: +49 6171 61 28 59
06.12.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
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Company: Braas Monier Building Group S.A.
4, rue Lou Hemmer
Grand Duchy of Luxembourg
ISIN: LU1075065190, LU1498426326
WKN: BMSA01, BMSA02
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart,
End of Announcement DGAP News-Service