PostNL N.V.
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Publicatie datum
25 mei 2011 - 18:19
Statutaire naam
PostNL N.V.
Titel
TNT SHAREHOLDERS APPROVE DEMERGER OTHER RESULTS MEETINGS OF SHAREHOLDERS
Bericht
Amsterdam, 25 May 2011 – TNT N.V. announces that the Extraordinary General Meeting of Shareholders (EGM) held today approved the demerger of its Express Business.
EGM – DEMERGER PROPOSAL APPROVED
At the EGM held today immediately following the Annual General Meeting (AGM) of shareholders, shareholders approved the demerger of the Express Business which will create a newly listed company, TNT Express N.V. TNT N.V. will continue the Mail Business and will be renamed PostNL N.V.
DEMERGER EXECUTION
Prior to demerger, the Express Business is held by TNT Express Holdco B.V., a direct wholly owned subsidiary of TNT N.V. TNT Express N.V. is also a direct wholly owned subsidiary of TNT N.V. The demerger, which will result in the separation of TNT Express N.V. from TNT N.V., will be executed in two steps.
First, a demerger will take place on 30 May in which 70.1% of the shares in TNT Express Holdco B.V. is demerged by TNT N.V. to TNT Express N.V. As part of the legal demerger, TNT Express N.V. will allot ordinary shares to the existing shareholders of TNT N.V. TNT shareholders will receive one ordinary share in the newly listed TNT Express N.V. for each one ordinary TNT N.V. share currently held. The demerger will become effective immediately after 00.00 CET on 31 May.
Second, on 31 May the demerger will be followed by a merger between TNT Express N.V. and TNT Express Holdco B.V., after which TNT Express Holdco B.V. will cease to exist.
As part of the legal merger, TNT Express will allot such number of shares to TNT N.V. for it to hold 29.9% of the ordinary shares of TNT Express N.V. This minority stake is to be a financial shareholding to cover equity and funding requirements. It is governed by an agreement that provides for the terms and conditions on lockup and orderly market arrangements, subject to which Mail will reduce its shareholding over time. The merger will become effective immediately after 00.00 CET on 1 June.
Datum laatste update: 27 juli 2024