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Opportunty Investment Management« Terug naar discussie overzicht

Verslag laatste vergadering

21 Posts
Pagina: 1 2 »» | Laatste | Omlaag ↓
  1. forum rang 10 DeZwarteRidder 4 februari 2015 11:24
    3.
    Establish the amount of interim dividend that the Board considers it prudent and appropriate to pay following each release of the Escrow Account (to the extent due to the Company). In July 2015 50% of the Escrow amount will be released, followed by 25% in January 2016 and another 25% in July 2016.

    IV.
    PROSPECTS FOR THE RESUMPTION IN TRADING IN THE COMPANY SHARES

    The Board is striving to recommence the trade in Company shares as soon as possible. The first steps have been taken in this respect: (i) there is more
    certainty regarding the financials of the Company and therefore (ii) more clarity regarding a decision whether to pay an interim dividend, and (iii) EY has just today been appointed as auditor. Shareholders will
    be kept informed of developments through announcements.

    V.
    STRATEGY

    In the forthcoming period, the Board intends to focus on the following three areas:
    -
    Management of the investment in Your Drinks;
    -
    Review the financial and fiscal position of the Company;
    -
    Establishing, as referred to above, as further funds become available, whether and, if so inwhat amount, further dividends may be declared or r
    ecommended..If there is sufficient shareholder interest, the Board will consider holding another consultation meeting later this year.
  2. forum rang 10 DeZwarteRidder 4 februari 2015 11:27
    Voorlopige conclusie: het is zonneklaar dat alle problemen veroorzaakt zijn door Ritskes c.s./Quivest/oude bestuur.

    De aangekondigde juridische actie van een aantal aandeelhouders moet dus gericht worden op Ritskes c.s. wegens wanbeheer; het nieuwe bestuur doet volgens mij z'n best.
  3. forum rang 10 DeZwarteRidder 4 februari 2015 11:34
    Incomplete administrative affairs
    Administration in this memorandum means the electronic and documentary records of and/or relating to
    the Company. That includes its administration and administrative affairs. In the short period that the
    current Board and the former board members held office together, the current Board was not invited to
    take part in any board meetings or board decisions, with the exception of the board meeting by
    conference call, at which it was resolved to dismiss the former CEO Mr. Ritkses. For example, the
    current Board was not informed about or involved with the preparation of the interim accounts or their
    publication, and was not party to their approval, despite the prior appointments of the current Board. The
    current Board was not involved in any way with the Fleischhauer transaction or the decisions made with
    respect to dividend payments, despite information being requested from the former board members.
    For example, the current Board requested information by e-mail dated 13 June, 2014 regarding the
    Company in view of (i) the forthcoming AGM and (ii) the Fleischhauer deal. The current Board also
    requested a meeting with all board members in that same e-mail. By e-mail dated 18 June, 2014, the
    current Board suggested holding a video conference with the other directors. By e-mails dated 21 June,
    2014 and 23 June, 2014, the current Board repeated its request for information.
    Following the AGM on 24 June, 2014 the current Board and the other (now former) directors agreed to a
    meeting the following week. A meeting was finally arranged for 3 July, 2014, but was cancelled by the
    (now former) directors the day before it was due to take place.
    The (now former) directors posed counter questions in their return correspondence and claimed that
    certain formalities were not fulfilled. Whether or not technical formalities were in fact required, that
    should not have stood in the way of a proper engagement with the new directors appointed by
    shareholders or, later on, the transfer of Company administration when the former directors left office.
    A letter was sent on 4 July, 2014 by the Company’s legal counsel, again with the purpose of requesting
    information. An e-mail was also sent on 22 July, 2014. Alas, also to no avail. In spite of this continued
    effort, the former directors did not provide information requested, engage with the newly appointed
    directors or later on arrange for a transfer of Company administration.
    From the date that the current Board took over as the sole directors of the Company and since then, the
    Board has been put to considerable effort in putting together a financial and commercial overview of the
    Company with a view to continuing business.
    343438054-1
    On 29 July, 2014, the Company became aware of office space rented by the Company in Eindhoven,
    the Netherlands. The Company gained access over 30 and 31 July, 2014.
    At this location, 156 disorganised cardboard boxes were found, containing seemingly randomly
    assembled folders dating back to as early as 1993. No list was included of the contents of the boxes or
    folders, nor were there any indications as to how the documents related to each other. To distil any
    information from this kind of administration, was both challenging and time-consuming and should not
    have been made necessary.
    Moreover, essential (and recent) information was lacking at that time. The Board notes the following
    examples:
    1. First, the Company had no access to its own digital online financial administration.
    2. Second, the Company e-mail accounts, including those in the name of the former directors,
    were no longer accessible and could not be recovered. Virtually no printed e-mail
    correspondence was present regarding the years 2013 and 2014.
    3. The Company tax file was incomplete. It did not include all recent correspondence with the Tax
    Authorities, whereas this correspondence was likely to concern matters of an urgent nature.
    4. The banking documentation was not complete. For example, the Company was made aware of
    an account in Luxembourg containing Company shares in Your Drinks. No agreements or
    documents referring to this account were found in the Company administration.
    5. The signed “Closing Binder” for the sale of Fleischhauer – the Company’s main asset - was not
    present.
    6. Neither were the Company interim accounts nor any reference to these accounts, their
    preparation or publication.
    7. Documents evidencing the contractual basis and/or legal title as well as the rationale for
    substantial payments made by the Company could not always be uncovered. For example,
    according to the Company administration in Eindhoven, approximately EUR 1.8 million was paid
    to Quivest B.V., the former CEO’s management company. Such transfers of funds apparently
    took place under a current account, but the basis for this current account and each individual
    payment was not shown in the administration.
    8. Last but not least, the list of Company creditors was not complete. Not all unpaid invoices were
    listed. The contractual basis for certain invoices was also unclear. For example, the same
  4. forum rang 10 DeZwarteRidder 4 februari 2015 11:34
    Opportunity Investment Management plc
    Consultation Meeting
    26 January 2015
    The meeting commenced with a reading of a statement prepared by the Board. Following reading of that
    statement, various questions were asked by those present. Both the statement and the responses to the
    questions are dealt with in this memorandum. Consequently, this memorandum states the position as
    at the time of the meeting on 26 January 2015. Where the Board provided clarity of or additional
    information to the statement made at the meeting, the additional information is summarised in this
    memorandum, the contents of which supplement and take priority over the oral statement.
    This memorandum contains a statement and answers of the current board members of the Company,
    who are referred to as the “Board”. The reference to Board does not therefore include former board
    members who left office on or prior to 24 July 2014, although for clarity where appropriate the
    memorandum will refer to the current Board and former board members.
    This memorandum is an overview only and not, and not intended to be, an analysis of every matter with
    which the Board has been and is dealing. No rights may or are intended to be derived from this
    memorandum. This memorandum concentrates on what the Board considers to be the more important
    issues of interest to shareholders and its examples are illustrative only.
    I.
    INTRODUCTION
    Shareholders will appreciate that it is neither practical nor the role of any board to give a running
    commentary to shareholders on all the decisions, actions and steps of a board. However, given the
    suspension of shares and lack of an interim dividend, the change of management of the Company that
    the shareholders themselves brought about, and the difficulties that the new management has faced as
    publicised in the Company’s announcements, the Board understands that the shareholders desire
    further information than would usually appear in a company’s announcements and would like that
    information sooner than the AGM. That is why the Board has convened this consultation meeting and
    intends to take this opportunity to provide shareholders with a (i) six month activity update, (ii) an update
    on the current status of the Company and (iii) an update on payment of an interim dividend and the firm
    intention of the Board to resume trading in the shares of the Company.
    143438054-1
    The Board was asked during the Consultation Meeting about the steps they had taken to communicate
    with shareholders in respect of the consultation meeting and the general meeting. The Board’s response
    was that it had served notice of the general meeting in accordance with the articles of association of the
    Company and that notice of the consultation meeting had been given at the same time and in the same
    manner. The Company Secretary sent the notice of the general and consultation meeting and the proxy
    form to all registered shareholders according to the register of members maintained by Capita, the
    Company’s registrars. Furthermore, the notice and the proxy form were published on the Company’s
    website, www.oimplc.com.
    Brief CVs of the Board were placed on the Company’s website on the morning of 24 January 2015, prior
    to the meeting. The CVs can be found under “Investor Relations”, both under the tab “directors” as well
    as under the tab “Meetings”.
    II. SIX MONTH ACTIVITY UPDATE
    The decision not to pay an interim dividend and the suspension of trade in the Company’s shares both
    directly relate to the circumstances with which the current Board members were faced upon their
    appointment on 10 June, 2014. However, as will be explained, shareholders should note that none of
    the current Board had received notice of any Board meeting whilst the former directors were in office,
    with the exception of the board meeting held during a conference call, at which it was resolved to
    dismiss the former CEO Mr. Ritskes.
    A shareholder asked during the Consultation Meeting why Mr Ritskes had been removed as CEO and
    then as director, as he had been a success in the opinion of that shareholder. It was pointed out that his
    failure to be re-appointed as a director when his term of office had expired in accordance with the
    Company’s articles of association was an action of the shareholders at the annual general meeting, the
    result of which had been announced 30 days after the meeting in question, namely on 24 July, 2014.
    However, Mr Ritskes had been removed as CEO by unanimous decision of the other members of the
    then board of directors of the Company on 23 July 2014. An announcement to that effect by Mr Ackerly,
    former non-executive chairman of the Company, dated 23 July, 2014, can be found on the Investor
    Relations section of the Company website.
    243438054-1
  5. forum rang 10 DeZwarteRidder 4 februari 2015 11:37
    8. Last but not least, the list of Company creditors was not complete. Not all unpaid invoices were
    listed. The contractual basis for certain invoices was also unclear. For example, the same
    Quivest B.V. stated that the Company owed it EUR 816,000, but the administration contained
    no evidence of the basis for this assertion.
    443438054-1
    Given the incompleteness of the Company administration, the Board was at that time not able to
    establish the Company’s financial position and its rights and obligations with a sufficient degree of
    certainty. This naturally not only affected the Company, but also the interests of you, its shareholders,
    and of creditors.
    Upon appointment: cash position
    Aside from the incomplete administration, the Board was faced with a second challenge: namely the
    cash position of the company.
    Following appointment, the Company’s main asset, Fleischhauer, and a number of shares in Your
    Drinks, in which the Company had heavily invested, had been sold. Yet the Company bank account as
    at 24 July, 2014 showed a balance of approximately EUR 232,000. The Board discovered this at a later
    date as the administration present did not include an up to date overview of bank accounts and the
    balance on these accounts.
    On the other hand, the administration that was available at that time showed a tax claim of
    approximately GBP 111,000 (nearly EUR 150,000). Quivest B.V. claimed that the Company owed it a
    further EUR 816,000 and there were still unknown invoices coming in through the Company Secretary.
    Moreover, the Board could not be certain that it had a complete overview of all the creditors of the
    Company. There were also the running costs of the Company to be considered and the costs involved
    in completing the administration. Furthermore, there were costs to be paid with respect to the
    subsidiaries, such as Algo Vision. There appeared to be insufficient cash to cover all the (albeit
    sometimes disputed) claims.
    Other than interest payments, on which the Company could not fully rely, the Company did not expect to
    receive funds of any significant amount. The Escrow Account – on which 25% of the Fleischhauer
    proceeds had been deposited - was not yet accessible, nor fully available to the Company and,
    furthermore, had in part to be reserved for the potentially substantial tax claim. Only one other source of
    funds remained: the funds ostensibly set aside for the payment of an interim dividend.
    It is noted that Mr. Ritskes remarked during the Consultation Meeting that two opinions were provided
    by third parties in which the aforementioned tax claim was calculated. The Board noted they have not
    seen evidence of these opinions and requested a copy.
    543438054-1
    Suspension of trade in shares and no interim dividend
    The Board could not ignore the lack of information received from the former board members. In these
    circumstances the Board were unable to establish to a sufficient degree the rights and obligations of the
    Company. Therefore, the Company had no option than to decide not to pay an interim dividend.
    Subsequently, the Board could not ignore the incomplete administration, which entailed that the Board
    had no option but to keep to its decision, hopefully only temporarily, not to pay an interim dividend
    Although the cash position of the Company began to become clearer, the Board could not authorise
    payment of an interim dividend until the full financial position of the Company could be established and
    the Board could be satisfied as to whether an interim dividend could prudently be paid within the legal
    requirements that govern the payment of an interim dividend and, if so, in what amount.
    Trading in the Company’s shares was also suspended, as the Board did not have sufficient access to
    the financial and other information of the Company. Consequently, there was much uncertainty
    regarding the payment of the dividend and the publication (and later the validation) of the interim
    accounts. These are substantial reasons that justify the decision to suspend trading in the Company’s
    shares.
    The subject of payment of dividend and resumption in trading will be dealt with further later on in this
    memorandum.
    Gathering information (court proceedings)
    In the months following their appointment, the current Board spent significant time and effort gathering
    the missing administration to the extent necessary to continue operations. On the one hand, the
    Company continued to request information from the former directors. On the other hand, the Company
    approached a variety of sources including banks, authorities, advisors and contractual parties in The
    Netherlands, the UK, Belgium and Germany. The Board was often informed that the Company had
    originally received the requested documents and should therefore already be in possession of them,
    whilst some third parties informed the Board that the former directors should be approached rather than
    them. This was a costly and somewhat frustrating exercise and initially resulted in limited results.
    643438054-1
    As the necessary information was not provided on a voluntarily basis and as time was passing and the
    need for information became more pressing, the Company was forced to commence court proceedings.
    These were commenced in the Netherlands and began on 8 August 2014 with requesting attachment of
    the Company administration. The Board does not consider it appropriate to discuss the details of the
    court proceedings. The Board will therefore limit its comments to their outcome to the extent relevant.
  6. forum rang 10 DeZwarteRidder 4 februari 2015 11:38
    Following the first court hearing on 30 October, 2014, the former directors finally provided the digital
    financial administration on 27 November, 2014. This was a big step in terms of Company administration.
    On 20 November, 2014, the former board members also provided written answers to some but not all
    the questions posed by the Company in the Court proceedings. Furthermore, six removal boxes
    containing more than 40 folders of printed e-mails and attachments pertaining to the second half of 2014
    were handed over by the former directors on 27 November, 2014. The former CFO provided 36 folders
    of e-mails, whereas the former CEO only provided 5 folders. It was clear, however, that the emails did
    contain information relevant to the Company. Most of these emails and attachments were new to the
    Board and included, for example, previously unlocated tax correspondence.
    The Board believes that it would not have received these documents and the digital administration
    without resorting to these legal proceedings, and in fact had not received them despite earlier requests.
    A second court hearing took place on 13 January, 2015. During this hearing, it became clear that
    contrary to earlier statements, at least part of the e-mail administration was also available in digital form
    rather than print outs of emails.
    At this point, the Company and its former directors as well as Quivest B.V. voluntarily reached a
    settlement of these legal proceedings which were initiated in order to obtain the information lacking. The
    settlement was included in a court record (“procesverbaal”). Under the settlement, the former Directors
    were to provide additional information and (digital) documentation to the Company, including
    documentation required for tax returns by EY. With regard to other information and documentation
    requested of them which they continue to state that they do not possess, they have made a formal
    written statement to that effect.
    This settlement concludes both the proceedings initiated by the Company, as well as counter
    proceedings initiated by the former directors in which they claimed, somewhat surprisingly to the Board,
    entitlement to practically the same documents as the Company had sought from them in its
    proceedings.
    743438054-1
    The question arose during the Consultation Meeting as to what other legal proceedings the Company is
    subject to or to which it is a party. It was noted that the Company had received court papers relating to
    a German action during the course of the meeting. All (other) court proceedings had been terminated or
    would be terminated on the basis of the settlements mentioned in this memorandum.
    UPDATE ON THE CURRENT POSITION OF THE COMPANY
    Current status of administrative affairs
    The Company has spent significant time and money pursuing the recovery of its administration. Given
    the information now gathered, the Company is able to begin to compile a reasonable picture of the
    financial position and the rights and obligations of the Company. Following the appointment of EY today,
    the 2014 accounts will be finalised and the interim accounts as published by the former directors can
    hopefully be verified. The matter of what impairments may be needed may not, however, be quite so
    readily determined.
    The former directors have declared before the court not to possess certain documents requested by the
    Board that would shed further light and/or that such documentation does not exist. Furthermore, the
    former board members were not (yet) prepared to provide the requested information regarding the
    Quivest claims and debts on the basis of strategic considerations.
    The Board emphasises that there is still insufficient clarity on several major issues. For example, several
    invoices and claims (including the claim previously mentioned from Quivest B.V. of EUR 816,000)
    cannot be verified due to the apparent lack of any support for it.
    The same applies to the rationale behind the choice to invest a substantial part of the proceeds from the
    Fleischhauer transaction in Your Drinks.
    Fleischhauer was a profitable company, worth apparently approximately EUR 21 million. The Board has
    found no reason to doubt the purchase price for this transaction. The Board does, however, have some
    misgivings about the manner in which the proceeds were spent. Given the questions the Board has
    received regarding the distribution of these proceeds, the Board will elaborate further on their findings in
    this respect.
    843438054-1
    Distribution of proceeds of Fleischhauer
    Of the total purchase price from the sale of Fleischhauer, approximately 60.3 % was due to the
    Company’s subsidiary, Algo Vision, and 35.5 % was due to the Company. Under the terms of the sale
    and purchase agreement (“SPA”), 25% of the total purchase price of EUR 21 million, being
    approximately EUR 5.2 million, was placed in escrow. The remainder was to be distributed by Algo
    Vision to all the sellers. Of this remainder, Algo Vision was therefore to receive EUR 9.5 million, and the
    Company was to receive EUR 5.6 million. The SPA stipulated that as Fleischhauer had a claim against
    the Company of EUR 2.2 million, this amount was set off against the amount due to the Company.
    Not taking into account the amount in Escrow, the Company and Algo Vision were therefore together
    still to receive an amount of EUR 12.9 million. As a result of the sale by the Company of shares in Your
    Drinks, the Company received just over EUR 1 million. The combined bank accounts of the Company
    and Algo Vision therefore received a total of approximately EUR 14 million.
    The Board has discovered that these proceeds were distributed by Algo Vision and the Company
    together as follows:
    - EUR 3.7 million was set aside to pay an interim dividend
    - EUR 1.1 million was spent on Fleischhauer transactional fees (costs of the advisors such as
    IKB, Ventegis and Taylor Wessing Munich)
    -
    EUR 1 million was paid to the former directors in the form of management fees, success fees,
    termination fees and invoices from their management companies.
    - EUR 0.5 million was spent on miscellaneous invoices
    - EUR 7.5 million was invested in Your Drinks through a loan and royalty agreements. This
    brings to approximately EUR 12 million the amount directly or indirectly invested by the
    Company in Your Drinks.
  7. forum rang 10 DeZwarteRidder 4 februari 2015 11:38
    This means that more than half of the amounts received were invested in start-up company Your Drinks,
    in which the Company had already heavily invested. The funds were invested through subordinated
    loans and royalty agreements, both by Algo Vision and by the Company, with no form of security
    established to safeguard (re)payment. According to the former directors, this was done in order to
    prevent the start up from having to declare insolvency pursuant to German law, underlining – to the
    opinion of the Board - the risk of the investment.
    943438054-1
    As stated, the Board has found no risk analysis or financial documentation, which would ordinarily have
    been present for an investment of this size, especially if a start-up is concerned and especially if there
    are ties between the board members of the Company and that company, as there are.
    As such there is insufficient underlying documentation to demonstrate the rationale for these
    investments and loans and why it was in the interests of the Company to enter into them. Seemingly
    contrary to the investments made, is the previously mentioned sale by the Company of shares in Your
    Drinks to a third party, explained as being with the aim of bringing the share percentage down to under
    35%.
    The Board notes that interest payments on the loan are currently being paid by Your Drinks.
    The Board will continue to investigate these matters with a view to being satisfied that the investments
    in Your Drinks are indeed sound or, should the investigation indicate differently, then to investigate the
    steps to be taken.
    Questions were raised during the Consultation Meeting concerning the EUR 12 million investment made
    by the Company (and its subsidiaries) in Your Drinks and the seemingly unsecured and subordinated
    basis on which that investment was made. As stated, the Board has found no risk analysis or financial
    documentation. As such, the Board has little visibility of the manner in which Your Drinks is being
    operated and its prospects, and these matters impact on the ability of the Board to determine the
    immediate business plan of the Company.
    The Board noted during the Consultation Meeting that in the forthcoming period, the Board intends to
    focus on the management of the investment in Your Drinks. One of its main priorities will therefore be
    the investigation of the financial position of Your Drinks, its growth potential and the Company’s chances
    of recovery.
    The Board stated that it had attempted to engage and was still in the process of engaging with Your
    Drinks. It was noted that two members of the Supervisory Board of Your Drinks were present at the
    consultation meeting, Mr Haag and Mr Verhoef, in each case former directors of the Company, and they
    were invited to explain various of the terms of the arrangements with Your Drinks to the meeting and to
    respond to questions. Both former directors chose not to respond or to provide any explanation. Mr
    Haag noted that the fact that Your Drinks was listed prevented him from providing any information,
    referring to a forthcoming shareholders meeting.
    Mr Haag and Mr Verhoef were then invited to attend a short meeting with the Board to discuss
    arrangements between the two companies, but each declined to engage in any such meeting.
    1043438054-1
  8. forum rang 10 DeZwarteRidder 4 februari 2015 11:38
    Current cash position
    For the information of shareholders, the cash position as at 31 December, 2014 was a little more than
    EUR 3 million, however that is subject to significant obligations both known of, believed to exist and
    claims that may be made. It is difficult currently to estimate pre-tax profits for the financial year ended
    31 December, 2014 as a result of the problems explained with the financial administrative affairs of the
    Company and certain potential impairments including as a result of the bankruptcy of Quivest B.V., but
    these matters will be discussed with EY.
    As mentioned in the announcement dated 22 January, 2015, Quivest B.V. was seemingly indebted to
    the Company in the sum of EUR 1.8 million. The Board has persistently sought payment since
    September 2014. It was clear to the Board, however, that the Company could not expect payment
    voluntarily to be made by Quivest B.V. As a result of an application to the Dutch district court, Quivest
    B.V. was declared bankrupt on 20 January 2015. The Board does not currently know whether the
    Company will be able to recover this sum from Quivest B.V. or what the consequences of the
    bankruptcy may be on those prospects, but will bring further information to the attention of shareholders
    when appropriate in due course. The Company’s claim against Quivest B.V. will be submitted in the
    bankruptcy and the Company will consult with the bankruptcy trustee regarding the way forward.
    The Board was asked during the Consultation Meeting about the level of expenditure on legal and other
    professional fees. The Board’s response was that it would not give a running commentary on such
    matters and appropriate information would be contained in the statutory accounts, but that the Board
    understood the need to be suitably prudent in controlling the level of such expenditure, to which it pays
    close attention.
    No indications of shareholders acting in concert
    Questions were raised during the Consultation Meeting as to whether Mercurius and Value8, two
    significant shareholders in the Company, were acting in concert. Whilst the Company had not, since the
    date Value8 acquired shares in the Company from Mercurius, received notice that those parties are
    acting in concert for the purposes of the UK Takeover Code, it was noted that at the time of the UK
    Takeover Panel approving the sale of shares from Mercurius to Value8, consultations had taken place
    between the Takeover Panel and the Company, Value8 and Mercurius to determine the nature and
    extent of all personal and business relationships between relevant persons, and the transfer of shares
    was approved without any ruling from the UK Takeover Panel that Mercurius and Value8 were or were
    1143438054-1
    to be deemed as acting in concert. OIM is currently not aware of any indications that shareholders are
    acting in concert and notes that shareholders are free to contact the Takeover Panel and/or the
    Company should they believe or have information to the contrary.
    Mr Zwart stated that he had at one time held office on the supervisory board of a stock listed company
    of which Value8 had been a shareholder. He noted that his position as supervisory director ended
    approximately two years ago.
    Corporate governance
    A series of questions were asked during the Consultation Meeting about the Company’s corporate
    governance and compliance with the UK Corporate Governance Code (“Code”). These related to such
    matters as the appointment of committees of the Board, the remuneration of the Board, and the
    availability of the accounts for the 6 months ended 30 June 2014.
    The response of the Board is that whilst the Company believes it has acted in accordance with the
    Code, the Code operates on a comply or explain basis, and consequently should the Board believe that
    the Company has not been managed in accordance with the Code it will report so in the annual report of
    the Company.
    It was confirmed that an audit committee and remuneration committee have been appointed.
  9. forum rang 10 DeZwarteRidder 4 februari 2015 11:39
    In respect of the remuneration of the Board, the Board notes that there are now two non-executives and
    one executive director as befits a company of this size and the work required of the Board, whereas the
    former board consisted of a larger number of executive and non-executive directors. The remuneration
    of current directors does not exceed the aggregate remuneration paid to the former directors of the
    Company. For example, Mr. Ritskes, the former CEO, received an annual fee of EUR 300,000 pursuant
    to an appointment letter dated 28 December, 2012, which is a monthly fee of EUR 25,000. Mr. Zwart,
    the present CEO, receives exactly the same amount. Furthermore, the individual members of the
    (current) Board are entitled only to payment of cash remuneration and have not been awarded options
    or given other benefits or emoluments.
    The service agreement of Mr Zwart and the letters of appointment of each of the other directors are
    available for inspection by shareholders at the address of the Company Secretary and should any
    shareholder wish to inspect those the necessary arrangements will be made. The Board states that Mr.
    Zwart acted as Non-Executive Director from 10 June, 2014 until 28 July, 2014, on which date he was
    appointed by the Board as Executive Director and CEO (paragraph 5.3 of his appointment letter).
    1243438054-1
    In respect of the interim accounts for the 6 months to 30 June, 2014, the Board stated that these appear
    to have been filed at Companies House by the former directors on 24 July, 2014, although this was not
    done through the Company Secretary. As stated, the current Board was not informed about or involved
    in the preparation of the interim accounts or their publication, and was not party to their approval,
    despite the prior appointments of the current Board. In view of the incomplete administration, the current
    Board has to date not been able to validate and verify the interim accounts. Following the appointment
    of EY today, the interim accounts as published by the former directors can hopefully be verified.
    The question was raised during the Consultation Meeting as to whether DWF LLP acting for the
    Company represented a conflict of interest, in circumstances where DWF had previously acted (but is
    no longer acting) for Mercurius, the largest single shareholder in the Company. DWF LLP has
    previously (prior to accepting instructions from the Company) considered the matter carefully and
    advised the Board that there is neither a present conflict of interest nor is it reasonably foreseeable that
    a conflict of interest will arise. DWF LLP have stated that should the legal representative of a
    shareholder wish to raise any technical point on this a matter, they are willing with the Board’s
    agreement to discuss it with such legal representative.
    III. PROSPECTS FOR PAYMENT OF AN INTERIM DIVIDEND
    The Board wishes to announce the payment of an interim dividend. This amount will be substantially
    lower than originally announced.
  10. forum rang 10 DeZwarteRidder 4 februari 2015 11:39
    The Board must take into account at least the following factors when
    establishing what funds are prudently available for dividend payments: (i) the potentially substantial tax
    claim in connection with the Fleischhauer transaction, the figure for which is not presently known, (ii) the
    running costs of the Company and its subsidiaries until at least the first release from the escrow account
    (including: legal fees, management fees, cost of subsidiaries, accountant’s fees and so forth), (iii)
    possible impairments in the annual accounts to be discussed with EY.
    Taking these circumstances into account, the Board will take the following three steps:
    1. Arrange for payment of an interim dividend in the amount of 6 cents per ordinary share. The
    record date and date for payment will be announced shortly. The Board intends this to be
    within a few weeks (in February - subject to minimum terms to be observed by law or articles);
    2. In about May 2015, following and depending upon the audit review by EY, the Company will
    make a statement about a possible second interim dividend payment.
    1343438054-1
    3. Establish the amount of interim dividend that the Board considers it prudent and appropriate to
    pay following each release of the Escrow Account (to the extent due to the Company). In July
    2015 50% of the Escrow amount will be released, followed by 25% in January 2016 and
    another 25% in July 2016.
    IV. PROSPECTS FOR THE RESUMPTION IN TRADING IN THE COMPANY SHARES
    The Board is striving to recommence the trade in Company shares as soon as possible. The first steps
    have been taken in this respect: (i) there is more certainty regarding the financials of the Company and
    therefore (ii) more clarity regarding a decision whether to pay an interim dividend, and (iii) EY has just
    today been appointed as auditor. Shareholders will be kept informed of developments through
    announcements.
    V. STRATEGY
    In the forthcoming period, the Board intends to focus on the following three areas:
    - Management of the investment in Your Drinks;
    - Review the financial and fiscal position of the Company;
    - Establishing, as referred to above, as further funds become available, whether and, if so in
    what amount, further dividends may be declared or recommended..
    If there is sufficient shareholder interest, the Board will consider holding another consultation meeting
    later this year.
    26 January 2015
    1443438054-1
  11. [verwijderd] 25 februari 2015 20:27
    LONDON - February 25, 2015 at 17:00 hours

    As announced during the consultation meeting that followed the General Meeting of Shareholders on 26 January 2015, and published on OIM's website, the board of directors has decided to distribute an interim dividend of €0.06 per share. This interim dividend will be paid on 27 March 2015 to all shareholders entitled to receive it who are on the register of members of the Company at close of business on 6 March, 2015. The total amount to be paid out by the Company will be €1,165,038.48 (before tax).

    Board of Directors

    Mr. P.R. Zwart (CEO)
    Mr. W. Bouma
    Mr. A. van Raak

    info@oimplc.com

    "....at close of business on 6 March, 2015."

    wat een humor
  14. forum rang 6 keffertje 26 februari 2015 17:11
    quote:

    Ron Kerstens schreef op 26 februari 2015 09:43:

    Dus diegenen die op 17 juli exdividend verkochten krijgen definitief niks. Als ze nu kunnen vaststellen dat er een dividendje uitgekeerd kan worden dan vraag je je toch af waarom men niet de handel kan hervatten.
    Ik heb over dat dividend-issue een klacht ingediend bij de FSMA, de Belgische toezichthouder, en ben benieuwd of - en zo ja wat - ze ermee doen.

    Neem overigens ook aan (weet niets) dat de handel wel hervat kan worden binnenkort.
  16. Bacco1712 26 februari 2015 19:48
    Dear sender,

    The FSMA is only partially competent for matters regarding Opportunity Investment Management plc (OIM). Since the head quarters of OIM are based in the UK, it is UK company law that applies to dividend payments, shareholders meetings, etc. and not the Belgian company law. As a consequence, the FSMA cannot interfer in these kinds of matters.

    We do however have the competence to halt trading in shares of OIM (= suspension). Since we are of the opinion that investors are not sufficiently informed of the (financial) situation of the company, we will halt trading until adequate information has been published to protect investors. As for now, OIM has still not published its half year financial results per 30 June 2014, while they were legally obliged to do so at the latest per 31 August 2014.

    Regards,

    FSMA ConsumerContact
  19. forum rang 7 Ron Kerstens 4 maart 2015 09:46
    Wat mij (en jullie) toch in hoge mate blijft verbazen is dat dit soort praktijken (schorsen notering voor hele lange tijd, onbereikbaar bestuur, wel/geen dividend enz,enz) gewoon kunnen plaatsvinden op Euronext zonder dat er ook maar iemand van de toezichthouders of Euronext zelf hier op reageert in het openbaar. Zijn toch meer praktijken voor Rusland of andere landen waar geen goede rechtstaat is.
    Toch een harde les voor betrokkenen, je kan zomaar je aandelen/obligaties kwijt zijn (SNS) of je aandelen kunnen zomaar voor vele maanden onverhandelbaar (OIM) zijn zonder dat je ook maar enig idee hebt wat er speelt. En dat gewoon in Nederland/Belgie, heel apart.
  20. The Duck Master 4 maart 2015 09:54
    Ach, met ome Marius als CEO had je beter moeten weten...
    Alleen in NL zelf doe ze nooit zo moeilijk met noteirng schorsen.
    Zelfs als je failliet bent, blijft je nog 1 jaar genoteerd.
    In Frankrijk zijn ze juist nog feller met schorsen, daar echt tig fondsen maanden of voor eeuwig dicht.
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