Scheme of Arrangement
Search documents
NOTICE OF SCHEME GENERAL MEETING OF COINSHARES INTERNATIONAL LIMITED (THE “COMPANY”) ON 19 MARCH 2026
Globenewswire· 2026-02-18 07:00
Company Overview - CoinShares is a leading global digital asset manager providing a wide range of financial services including investment management, trading, and securities to various clients such as corporations, financial institutions, and individuals [21] - The company was founded in 2013 and is headquartered in Jersey, with additional offices in France, Stockholm, the UK, and the US [21] - CoinShares is regulated by multiple authorities including the Jersey Financial Services Commission, Autorité des marchés financiers in France, and the Securities and Exchange Commission in the US [21] Scheme General Meeting - A general meeting of CoinShares will be held on 19 March 2026 at 9:15 a.m. to consider a special resolution related to a scheme of arrangement with Odysseus (Cayman) Limited [1][16] - The meeting will be conducted in a hybrid format, allowing shareholders to participate either in person or online via the Virtual Meeting Platform [1][17] - Shareholders must register by 6:30 p.m. on 17 March 2026 to be eligible to attend or vote at the meeting [22] Voting and Proxy Information - A majority of not less than sixty-seven percent of those voting at the Scheme General Meeting is required to pass the resolution [18] - Shareholders are entitled to appoint one or more proxies to attend, speak, and vote on their behalf [18] - Voting will be conducted by a poll, with each member having one vote for each share held [28] Share Capital and Voting Rights - As of the latest practicable date, CoinShares' issued share capital comprises 66,678,210 ordinary shares, with a total voting rights of 65,538,673 excluding treasury shares [22] - Only shareholders who are not Sanctions Disqualified Shareholders and validly appointed proxies will be eligible to vote on the resolutions [28] Scheme Details - The scheme involves the acquisition of the entire issued share capital of CoinShares by Odysseus Cayman, with specific provisions for shares not subject to the scheme [5][6] - The rights and entitlements of certain shares will be restricted if the holder is classified as a Sanctions Disqualified Shareholder [8][10] - The scheme is conditional upon becoming effective, and the company will change its status to a private company upon its effectiveness [16]
NOTICE OF JERSEY COURT MEETING OF COINSHARES INTERNATIONAL LIMITED ON 19 MARCH 2026
Globenewswire· 2026-02-18 07:00
Core Viewpoint - The Jersey Court has granted permission for CoinShares International Limited to hold a meeting for Scheme Shareholders to consider and approve a Scheme of Arrangement on March 19, 2026 [4][27]. Meeting Details - The Jersey Court Meeting will take place on March 19, 2026, at 9:00 a.m. at 2nd Floor, 2 Hill Street, St Helier Jersey JE2 4UA, and will be a hybrid meeting allowing both physical and online participation [4][19]. - Scheme Shareholders are encouraged to attend and vote, either in person or via the Virtual Meeting Platform [4][19]. Voting Procedures - Voting will be conducted by poll, and Scheme Shareholders can appoint proxies to vote on their behalf [5][6]. - Proxy appointments must be submitted by 9:00 a.m. on March 17, 2026, or 48 hours before any adjourned meeting [10][11]. Proxy and Voting Rights - Euroclear Sweden Registered Holders will be able to vote as if they were registered members of CoinShares [8]. - Only Scheme Shareholders who are not Sanctions Disqualified Shareholders and validly appointed proxies will be eligible to vote [14]. Accessing the Virtual Meeting - Scheme Shareholders can access the Virtual Meeting Platform starting from 8:30 a.m. on March 19, 2026, using compatible devices [20][22]. - Credentials for accessing the meeting will be provided one business day prior to the meeting [21]. Company Overview - CoinShares is a leading global digital asset manager, providing a range of financial services across investment management, trading, and securities [27]. - The company is headquartered in Jersey and is regulated by various financial authorities, including the Jersey Financial Services Commission and the US Securities and Exchange Commission [27].
NOTICE OF JERSEY COURT MEETING OF COINSHARES INTERNATIONAL LIMITED ON 19 MARCH 2026
Globenewswire· 2026-02-18 07:00
Core Points - The Jersey Court has granted permission for CoinShares International Limited to convene a meeting of Scheme Shareholders to consider a proposed Scheme of Arrangement [4][33] - The Jersey Court Meeting is scheduled for 19 March 2026 at 9:00 a.m. and will be a hybrid meeting allowing both physical and online participation [4][24] - Scheme Shareholders are encouraged to submit proxy appointments and instructions as soon as possible to ensure fair representation [7][10] Meeting Details - The meeting will take place at 2nd Floor, 2 Hill Street, St Helier Jersey JE2 4UA, and will also be accessible via the Computershare online meeting platform [4][24] - Voting will be conducted by poll, and shareholders can vote in person or appoint a proxy [5][6] - The deadline for submitting proxy forms is 9:00 a.m. on 17 March 2026 [11][12] Proxy and Voting Information - Shareholders can appoint a proxy electronically or via a printed form, and those holding shares through Euroclear Sweden will have specific provisions for proxy voting [8][13] - Joint holders of shares can vote, but only the senior holder's vote will be counted [19] - Corporate representatives may also be appointed to vote on behalf of corporate shareholders [21] Virtual Meeting Access - Shareholders can access the Virtual Meeting Platform starting from 8:30 a.m. on the day of the meeting [26] - Technical support is available through Computershare for any issues encountered during the virtual meeting [32] - Questions can be submitted via the Virtual Meeting Platform during the meeting or in advance via email [30][31] Company Overview - CoinShares is a leading global digital asset manager, providing a range of financial services to various clients, including corporations and financial institutions [33][35] - The company is regulated in multiple jurisdictions and is publicly listed on Nasdaq Stockholm and OTCQX [35]
Domain Australia (DHG) 2025 Annual General Meeting Transcript
2025-08-04 01:02
Summary of Domain Australia (DHG) 2025 Annual General Meeting Company and Industry - **Company**: Domain Holdings Limited (DHG) - **Acquirer**: CoStar Group Inc. - **Industry**: Real Estate Information and Analytics Core Points and Arguments - **Scheme Meeting Purpose**: The meeting was convened for shareholders to vote on a proposed scheme of arrangement for CoStar to acquire Domain through its subsidiary, BidderSub [2][3] - **Shareholder Voting**: Only Domain shareholders, appointed proxies, corporate representatives, and attorneys had the right to speak and vote at the meeting [4][5] - **Scheme Details**: If approved, shareholders will receive $4.43 cash per share, representing a 42% premium to the trading price on February 20, 2025 [14][16] - **Special Dividend**: A fully franked special dividend of 8.8¢ per share will be paid prior to the scheme's implementation, subject to the scheme becoming effective [14][15] - **Independent Expert Report**: Grant Samuel assessed the scheme as fair and reasonable, with a share value range of $4.6 to $4.46, making the scheme consideration close to the top of this range [15][16] - **Major Shareholder Support**: Nine Entertainment Co Holdings Limited, holding approximately 60% of Domain shares, confirmed its intention to vote in favor of the scheme [18] - **Regulatory Approval**: The scheme has received necessary regulatory approvals, including from the Foreign Investment Review Board [19] Important but Overlooked Content - **Shareholder Engagement**: Only 739 out of nearly 12,000 shareholders (about 6.1%) engaged with the proxy voting system, which was considered in line with expectations [30][31] - **Market Context**: The meeting occurred amidst a trend of takeovers in the ASX, with a noted mispricing between public and private markets [32] - **Management Transition**: Questions were raised about the future roles of existing directors and executives post-acquisition, with management contracts rolling into CoStar [36][37] - **Future Prospects**: The chairman expressed confidence in CoStar's plans to invest in Domain, indicating a positive outlook for the company's future [35]
Domain Australia (DHG) 2025 Earnings Call Presentation
2025-08-04 00:00
Scheme Overview - The Scheme involves Andromeda Australia SubCo Pty Limited (Bidder Sub), a subsidiary of CoStar Group, acquiring 100% of Domain Holdings Australia Limited (Domain) shares, excluding those held by Excluded Shareholders[35] - Domain Shareholders (excluding Excluded Shareholders) will receive $4.43 cash per Domain Share held on the Scheme Record Date, potentially reduced by the Special Dividend amount[35] - The Domain Board intends to pay a Special Dividend of 8.8 cents, potentially entitling shareholders to an Australian tax offset of up to 3.77 cents per Domain Share[35] Independent Expert & Board Recommendation - The Independent Expert (Grant Samuel) concluded the Scheme is fair and reasonable and in the best interests of Domain Shareholders (excluding Excluded Shareholders), valuing Domain Shares between $4.06 and $4.46 per share[39] - The Domain Board unanimously recommends shareholders vote in favor of the Scheme, assuming no Superior Proposal emerges and the Independent Expert maintains their conclusion[42] - Prior to the meeting, Domain Directors who hold or control Domain Shares have voted or procured the voting of all their Domain Shares IN FAVOUR of the Scheme[42] Proxy Votes - Valid proxy instructions received by Domain as at proxy close were directed as follows: 483,890,832 votes (99.88%) in favor, 96,590 votes (0.02%) against, and 490,687 open votes (0.10%)[58] - The proxy votes in favor represent 79.36% of Domain Shareholders (573), while the proxy votes against represent 8.86% of Domain Shareholders (64)[58]
Envirosuite (EVS) 2025 Earnings Call Presentation
2025-07-31 23:00
Scheme Overview - Ideagen BidCo 将以每股 0.09 澳元的价格收购 Envirosuite 的所有股份[37] - 该价格较 2025 年 2 月 24 日 Ideagen 首次提议前 Envirosuite 股票的最后收盘价 0.043 澳元溢价约 109.3%[37] - 该价格较 2024 年 8 月 26 日至 2025 年 2 月 24 日的 6 个月 VWAP 溢价约 52.9%[37] - Envirosuite 董事一致建议股东投票赞成该计划[39] - 独立专家 Grant Thornton Corporate Finance 认为,在没有更优方案的情况下,该计划是公平合理的,符合 Envirosuite 股东的最佳利益[46] - 独立专家认为,每股 0.09 澳元的现金方案对价在其评估的每股 0.0767 澳元至 0.1009 澳元的估值范围内[47] Scheme Conditions and Timetable - 该计划仍需 Envirosuite 股东在计划会议上以法定多数票通过[52] - Ideagen 已于 2025 年 6 月 20 日获得 FIRB 批准[53] - 第二次法院听证会定于 2025 年 8 月 8 日上午 10:15(墨尔本时间)举行[57] - 该计划的生效日期为 2025 年 8 月 11 日[56] - 确定方案对价权利的记录日期为 2025 年 8 月 13 日下午 5:00(墨尔本时间)[56] - 该计划的实施日期为 2025 年 8 月 20 日[56] Scheme Resolution and Voting - 赞成该计划的代理投票为 853,861,916 票,反对票为 4,265,377 票,未指定票为 47,588,395 票[61] - 赞成票占有效可用票数的 94.28%,反对票占 0.47%,未指定票占 5.25%[61]