DGB responds to potential legal dispute among major
shareholders
1 March 2022 | 18:00h CET
DGB Group N.V. (Euronext: DGB, “DGB” or the “Company”) announces today that it has
taken notice of a potential legal dispute among certain of the Company’s major
shareholders with respect to several purported share transfers in October 2020.
Based on a recent legal analysis of the share ownership position of Mr. Mappin and Mrs.
Kudrenok-Mappin following the Company’s EGM on 30 December 2021, the Board of
Directors’ preliminary assessment is that it may have registered Mr. Mappin and Mrs.
Kudrenok-Mappin as shareholders in the Company’s shareholders’ register in reliance
upon several sale and purchase agreements which do not constitute proper instruments
of transfer of registered shares in accordance with section 2:86c par 2 of the Dutch Civil
Code.
In absence of proper instruments of transfer, the purported transferee, Stichting Prosper
and Nature (f/k/a Stichting Dutch Green Foundation), will still hold the legal title to
approx. 59.98% of the shares in the capital of the Company.
This would have an impact on the validity of several of the shareholder and board
resolutions of the Company taken since 6 October 2020 and could also mean that
Stichting Prosper and Nature was legally required to make a mandatory public bid for all
remaining shares in the capital of the Company as from 7 October 2020. The Board of
Directors is currently still assessing the Company’s legal position with the help of external
legal counsel.
While it is the Company's policy not to comment on interactions with specific
shareholders, it is important to note that Mr. Mappin and Mrs. Kudrenok-Mappin have
taken the position that based on Dutch case law the share purchase agreements qualify
as valid share transfer instruments. However, the Board of Directors understands that
Stichting Prosper and Nature has a different reading of the sale and purchase
agreements and has taken the position that parties have not taken any steps to
implement completion of the sale and purchase agreements,(i.e., Mr. Mappin and Mrs.
Kudrenok-Mappin have not yet paid the purchase price for the shares and no valid share
transfers have taken place) and that the agreements are not enforceable.
DGB has invited the parties to settle this potential legal dispute amicably, but at this
stage there is no certainty whether an amicable settlement can be reached.
Further announcements will be made by the Company if and when required in
accordance with applicable laws and regulations.
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