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18.05.2016 07:57:31
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DGAP-News: Xanthus Holdings PLC
DGAP-News: Xanthus Holdings PLC: Information about recent shareholder meeting and changes in its capital structure
All Resolutions were passed by unanimous vote. The minutes of the Shareholder Meeting are duly published on the company's homepage.
Furthermore, the Company would like to summarize the recent changes in its capital structure and report on the current situation, as follows:
In order to simplify the capital structure, the Company had decided to reduce the capital by off-setting the accumulated losses. The respective Shareholder Resolution was taken on 19th November 2015 and became effective on 22nd February 2016. Through that reduction, the share capital was reduced by 16,218,986 shares to new 3,538,776 shares.
Given that the vast majority of the remaining assets and liabilities were related to on-going legal proceedings through which the company attempts to collect on receivables from former transactions and that the outcome of these proceedings cannot be foreseen whilst these cases are still on-going, the value of the Company's listing on the Stock Exchange could not be monetized. For that reason, the Shareholders had resolved that it was in their best interest to separate the listed company from the operation by consolidating all operating assets and liabilities into its wholly owned private subsidiary Taiga Atlas plc and transfer this company out to Xanthus's shareholders which resulted in a second capital reduction of the Company. This decision was also taken by Shareholder Resolution on 19th November 2015 and the transaction became effective on 4th May 2016. Through that, the share capital was reduced by another 1,563,000 shares to new 1,975,776 and all Xanthus shareholders also became shareholders of Taiga Atlas plc. in proportion of their existing Xanthus shareholding.
The second transaction left Xanthus with factually only one asset, being its stock market listing with a slightly positive equity (less than EUR 1'000.00).
This series of transactions has liberated Xanthus from its legacy and prepared it for a re-launch. In anticipation of this, the Company has entered into a non-binding Memorandum of Understanding with a German holding company, for the acquisition of an operating real estate company from their portfolio. Under the MoU, Xanthus also has to complete certain preparatory steps. At this stage, confirmatory due diligence on the target company is in process and the company expects to be able to report on the progress in due course.
The successful conclusion of the transaction cannot be assured at this time.
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18.05.2016 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English Company: Xanthus Holdings PLC 168, St. Christopher Street VKT 1467 Valletta Malta Phone: +356 21 22 7553 Fax: +356 21 22 7667 E-mail: info@xanthusholdings.com Internet: www.xanthusholdings.com ISIN: MT0000580101 Listed: Open Market (Entry Standard) in Frankfurt End of News DGAP News Service ---------------------------------------------------------------------------
464479 18.05.2016
DGAP-News: Xanthus Holdings PLC / Key word(s): Capital Reorganisation
Xanthus Holdings PLC: Information about recent shareholder meeting and
changes in its capital structure
18.05.2016 / 07:57
The issuer is solely responsible for the content of this announcement.
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News Release
Xanthus Holdings plc (MT0000580101 / A1JGT0 / XNH) "Xanthus" informs about
the result of the Shareholder Meeting that took place on 13th May 2016 at
the seat of the company in Valletta, Malta.
All Resolutions were passed by unanimous vote. The minutes of the Shareholder Meeting are duly published on the company's homepage.
Furthermore, the Company would like to summarize the recent changes in its capital structure and report on the current situation, as follows:
In order to simplify the capital structure, the Company had decided to reduce the capital by off-setting the accumulated losses. The respective Shareholder Resolution was taken on 19th November 2015 and became effective on 22nd February 2016. Through that reduction, the share capital was reduced by 16,218,986 shares to new 3,538,776 shares.
Given that the vast majority of the remaining assets and liabilities were related to on-going legal proceedings through which the company attempts to collect on receivables from former transactions and that the outcome of these proceedings cannot be foreseen whilst these cases are still on-going, the value of the Company's listing on the Stock Exchange could not be monetized. For that reason, the Shareholders had resolved that it was in their best interest to separate the listed company from the operation by consolidating all operating assets and liabilities into its wholly owned private subsidiary Taiga Atlas plc and transfer this company out to Xanthus's shareholders which resulted in a second capital reduction of the Company. This decision was also taken by Shareholder Resolution on 19th November 2015 and the transaction became effective on 4th May 2016. Through that, the share capital was reduced by another 1,563,000 shares to new 1,975,776 and all Xanthus shareholders also became shareholders of Taiga Atlas plc. in proportion of their existing Xanthus shareholding.
The second transaction left Xanthus with factually only one asset, being its stock market listing with a slightly positive equity (less than EUR 1'000.00).
This series of transactions has liberated Xanthus from its legacy and prepared it for a re-launch. In anticipation of this, the Company has entered into a non-binding Memorandum of Understanding with a German holding company, for the acquisition of an operating real estate company from their portfolio. Under the MoU, Xanthus also has to complete certain preparatory steps. At this stage, confirmatory due diligence on the target company is in process and the company expects to be able to report on the progress in due course.
The successful conclusion of the transaction cannot be assured at this time.
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18.05.2016 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English Company: Xanthus Holdings PLC 168, St. Christopher Street VKT 1467 Valletta Malta Phone: +356 21 22 7553 Fax: +356 21 22 7667 E-mail: info@xanthusholdings.com Internet: www.xanthusholdings.com ISIN: MT0000580101 Listed: Open Market (Entry Standard) in Frankfurt End of News DGAP News Service ---------------------------------------------------------------------------
464479 18.05.2016
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