Implenia general meeting brings clarity

Extraordinary general meeting confirms statutory restrictions on share registration by an overwhelming majority

D i e t l i k o n, 14 December 2007. An extraordinary general meeting of Swiss construction services company Implenia AG decided by an overwhelming majority to keep the company’s existing restrictions on registering foreign shareholders unchanged. A 86,8 % majority of the 241 shareholders present rejected the proposal by UK financial company Laxey Partners, which had made its takeover offer of 5 November contingent on the removal of Implenia’s current rules on share registration.

According to Switzerland’s “Lex Koller” law and a related ruling by Bülach District Council, no more than 20% of voting rights in Implenia may be owned by foreign shareholders. If this threshold is breached, Implenia would qualify as foreign-controlled. As a result, a lucrative part of the company’s business – one which is crucial to its whole business model - would be lost, and a substantial amount of value would be destroyed. The Board of Directors strongly recommended, therefore, that shareholders reject the attempt to remove the relevant restrictions on registering foreign investors.

Virtually all the shareholders present at the meeting followed this recommendation. Lex Koller means that Laxey’s registered voting shares currently only amount to 4.9% of Implenia’s total share capital, but even if it had been able to vote with all the shares it owns, this would still not have been enough to reach the majority needed to remove the registration restrictions. Of the other shareholders represented at the extraordinary general meeting, 98,5 percent voted in favour of the Board of Directors’ proposal. Chairman of the Board of Directors Anton Affentranger described it as a “clear decision by the company’s senior body in the fight against Laxey, which is motivated solely by self-interest”. He announced that the Board of Directors, fortified by this decision, would continue to work tirelessly in the interests of all shareholders and the company.

Contact:
Hirzel.Neef.Schmid.Konsulenten
Aloys Hirzel
Tel +41 43 344 42 42
Email aloys.hirzel@konsulenten.ch