Not for release, distribution or publication, in whole or in part, in
the United States, Japan or Australia
HALIFAX, Sept. 9, 2011 /CNW/ - Richard Homburg ("Homburg"), director of Homburg Canada Incorporated ("HCI"), and a significant direct and indirect shareholder of Homburg Invest
Inc. ("HII"), today announced, together with Homburg Finance AG ("AG"), a Swiss corporation indirectly controlled by Homburg, that they
jointly entered into a voting power of attorney and standstill
agreement (the "Voting Agreement") with Stichting Homburg Bonds and Stichting Homburg Capital Securities
(together the "Trustees"), two foundations governed by the laws of the Netherlands, and have
thereby authorized the Trustees to exercise the voting rights in the
shares of HII held by Homburg and AG.
Homburg holds 181,841 consolidated class A subordinate voting shares of
HII ("Class A Shares") and 95,210 consolidated class B multiple voting shares of HII ("Class B Shares") and AG holds 6,435,865 Class A Shares and 2,352,754 Class B Shares
(all such Class A Shares and Class B Shares collectively referred to as
the "HII Shares").
Homburg and AG appointed the Trustees, acting jointly, as their
attorneys, with full power and authority to vote the HII Shares on
their behalf on any resolution presented to the shareholders of HII at
a duly called meeting of shareholders of HII in such manner as the
Trustees deem appropriate.
"I have decided to transfer control to the Trustees for the benefit and
protection of the Homburg (Mortgage) Bond and Homburg Capital Security
A holders" said Homburg. "Since HCI's announcement of August 25, 2011
to abandon its offer to privatize HII, the share price has decreased
significantly. Any attempt to privatize HII at the current share price
level is not in the best interest of all shareholders. Therefore, I see
this as the only right way forward for all stakeholders and for the
continuity of HII. At March 22, 2011, I stepped down as Chairman of the
Board of Directors and CEO of HII. Today, I have transferred my voting
rights to the Trustees. I will focus on the privately owned ventures
together with Richard Stolle, in so far it relates to real estate. I
wish the Trustees wisdom and success as they go forward in exercising
these voting rights and in working to ensure repayment of all
outstanding Homburg (Mortgage) Bonds and Homburg Capital Securities A."
The Trustees have not acquired any right, title or interest in the HII
Shares under the Voting Agreement. However, Homburg and AG, together
with other affiliated entities have also entered into a heads of
agreement under Dutch law which, among other things, and subject to the
approval of the Dutch Authority for the Financial Markets (the "AFM"), confirms the commitment of Homburg, HCI, AG and Uni-Invest Holdings
N.V. ("Uni-Invest"), the parent of AG, to deposit the shares of AG in trust with a
foundation, the directors of which will be independent of HII and
Homburg, such that Homburg and AG will no longer exercise voting
control over the HII Shares (the "Restructuring").
The Voting Agreement is intended to remain in place until the
Restructuring is completed.
AG has agreed that it will not sell, transfer or otherwise dispose of
the HII Shares which it owns other than as part of the Restructuring
during the term of the Voting Agreement.
HCI is a private real estate investment and management company based in
Nova Scotia, Canada. HCI is a wholly owned subsidiary of the Homburg
Group, which is controlled by Richard Homburg.
This announcement does not constitute an offer to purchase any
securities, nor a solicitation of any offer, proxy, consent or
authorization to buy or subscribe for any securities of HII or any
other securities, nor shall it (or any part of it) form the basis of,
or be relied upon in connection with, any contract therefore. This
announcement may not be released, published, distributed or otherwise
sent, in whole or in part, in or into the United States of America,
Japan or Australia.
SOURCE HOMBURG CANADA INCORPORATED
For further information:
Mr. Bert Albers