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Jelmoli (JMLIF.PK) Corporate news announcement processed and transmitted by Hugin ASA. The issuer is solely responsible for the content of this announcement. ---------------------------------------------------------------------- --------------
Update on Implementation of Strategic Plan Following the announcement of its intention to divide the Company into a Real Estate Company and an Investment Company on April 9, 2008, Jelmoli has made significant progress and has achieved a number of major milestones required for the implementation of the strategic plan:
* The Company's majority shareholder, Pelham Investments S.A., has publicly expressed its support in principle for the plan. * A positive tax ruling has been obtained, confirming the tax-neutrality of the transaction. * The internal reorganisation to facilitate the distribution of the Investment Company to shareholders is on track. * Discussions with the SWX on disclosure requirements for the listing of the Investment Company are well advanced. * The legal and tax structuring work for the Investment Company is progressing.
Furthermore, the Board of Directors announces that it will present the entire strategic plan (i.e. the decision on the spin-off of the Investment Company as well as the decision on the share unification and the reverse premium to Pelham Investments S.A.) for shareholder approval at one extraordinary shareholders' meeting targeted for Q4 2008. The implementation of the strategic plan in one package will be subject to a qualified majority of Jelmoli shareholders. This means that the majority shareholder and a substantial number of other shareholders will need to approve the plan at the meeting for it to be implemented.
"The Board is convinced that the proposed strategic plan is in the best interest of the Company and all of its shareholders. The Board has decided to put its recommendations to shareholders for their approval at one meeting in order to focus the debate on the entirety of the plan rather than on certain elements, or the mechanics of its implementation. As this approach requires at least two thirds of the votes and 50 percent of the capital present at the extraordinary shareholders to support the plan, there needs to be a broad consensus among Jelmoli shareholders for the vote to succeed. This will also ensure that all shareholders will take a conscious decision in favour or against the strategic plan as presented by the Board of Directors. It also will provide clarity and certainty over the Company's future for its shareholders, management and employees," said Christopher Chambers, Chairman of the Board of Directors of Jelmoli.
Change at the Management of Jelmoli Holding AG Jelmoli also announces today that Mr Harald Pinger will step down as Chief Executive Officer and President of the Executive Committee of Jelmoli with immediate effect following the Annual General Meeting on 18 June 2008. Harald Pinger will remain on the Board of Directors and continues to support the strategic plan. The duties of the Chief Executive will, for the time being, be assumed by the Executive Committee of the Board of Directors.
"We have achieved important milestones in recent months. We are approaching a point, whereby the Company will have completed most of what is within its control to implement the strategic plan in the envisaged timeframe. The Real Estate Company and the Investment Company will require two new and focussed senior management teams with specific expertise to take them forward. I am convinced that this step is an important signal to attract the right people who will manage these independent companies in the future. As a non-executive Board member I will continue to support the implementation of the strategic plan which I believe is the best solution for Jelmoli and its shareholders," said Mr Harald Pinger.
"Harald Pinger has made a significant contribution to Jelmoli as Chief Executive. The Board of Jelmoli wishes to thank Mr. Pinger for his considerable achievements during his tenure as Chief Executive. We are very pleased that he has decided to remain on the Board and look forward to his contribution as a non-executive Director in the further execution of the strategic plan," said Christopher Chambers, Chairman of the Board of Directors.
