BUCHAREST - Fondul Proprietatea S.A., a Romanian closed-end investment fund, announced on Monday that its shareholders have approved a series of significant resolutions during the Extraordinary and Ordinary General Meetings held on December 2, 2024. The fund, managed by Franklin Templeton International Services S.À R.L., has decided to delist its global depositary receipts (GDRs) from the London Stock Exchange (LON:LSEG) and reduce its share capital following the cancellation of shares bought back in 2024.
The shareholders resolved to delist the GDRs, with one GDR representing 50 underlying shares of the Fund. The delisting includes the termination of the deposit agreement dated April 27, 2015, and other related contractual relations with The Bank of New York Mellon (NYSE:BK). Additionally, the Fund Manager is authorized to establish details regarding the delisting process, including the conversion period for GDR holders and the effective date of delisting.
Furthermore, the Fund's share capital will decrease by RON 184,934,215.96, from RON 1,849,342,164.28 to RON 1,664,407,948.32, due to the cancellation of 355,642,723 own shares acquired through the 15th buy-back program. After the decrease, the share capital will be divided into 3,200,784,516 shares, each with a nominal value of RON 0.52. This capital reduction is subject to publication in the Official Gazette of Romania and authorization from the Financial Supervisory Authority.
In addition, shareholders approved the authorization for the Sole Director to buy back up to 320 million shares or GDRs during the 2025 financial year, starting from the date of publication of the resolution in the Official Gazette. The buy-back price range is set between RON 0.2 and RON 1 per share, aimed at further decreasing the Fund's share capital in compliance with the Companies' Law no. 31/1990.
The Ex-Date and Registration Date for these resolutions have been set for December 19 and December 20, 2024, respectively. Johan Meyer, the Permanent Representative of the Fund's manager, is empowered to sign the shareholders' resolutions and carry out necessary procedures for their implementation.
At the Ordinary General Meeting, shareholders appointed a new member to the Board of Nominees for a three-year term following the end of Nicholas Paris's mandate on April 6, 2024. Additionally, the 2025 budget for Fondul Proprietatea was approved.
These strategic decisions, based on the press release statement, reflect Fondul Proprietatea's efforts to restructure its financial instruments and optimize its capital structure. The Fund is listed on the Bucharest Stock Exchange with shares and on the London Stock Exchange with GDRs.
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