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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.
Selwyn Duijvestijn, CEO
DGB GROUP N.V.
+31 (0) 20 8080825 (NL)
+44 (0) 20 8064 0936 (EN)
Dutch Green Business Group N.V. is a public company traded on the main Dutch stock exchange Euronext Amsterdam under the ticker symbol AEX:DGB and ISIN-code NL0009169515. DGB’s strategy is to participate in large forest carbon offset projects around the world that deliver commercial and environmental benefits. DGB’s vision is to be a leading high-impact investor in sustainably managed forests by providing competitive real investment returns for shareholders combined with high social impact. www.dgb.earth.
This press release qualifies as a disclosure within the meaning of Article 17 paragraph 1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (MAR) and contains inside information within the meaning of Article 7 paragraph 1 MAR. This press release does not contain (an invitation to make an) offer to buy or sell or otherwise acquire or subscribe to shares in DGB Group N.V. and is not an advice or recommendation to take or refrain from taking any action. This press release contains statements that could be construed as forward-looking statements, including with regard to the financial position of the DGB Group, the results it achieved and the business(es) it runs. Forward-looking statements are all statements that do not relate to historical fact. These statements are based on information currently available and on forecasts and estimates made by DGB Group management. Although the DGB Group believes that these statements are based on reasonable assumptions, it cannot guarantee that the ultimate results will not differ materially from those statements that could be construed as forward-looking statements. Factors that may lead to, or contribute to, differences in current expectations include, but are not limited to: developments in legislation, technology, tax, regulation, stock market price fluctuations, legal proceedings, regulatory investigations, competitive relationships and general economic conditions. These and other factors, risks and uncertainties that may affect any forward-looking statement or the actual results of DGB Group are discussed in the annual report. The forward-looking statements in this document speak only as of the date of this document. Subject to any legal obligation to do so, the DGB Group assumes no obligation or responsibility to update the forward-looking statements contained in this document, whether related to new information, future events or otherwise.
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