Luxembourg, 13 septembre 2012. Art Media Agency (AMA).
Redline announces it is suing Artnet Supervisory Board regarding the last general assembly. This is the last episode of the battle between Redline and the Neuendorf family regarding the control of Arnet.
After announcing its public offering last week (with a 30% premium), Redline just mentionned in a press release it is suing Artnet Supervisory Board following the troubled 8 August general assembly.
The Luxemburg fund had until Monday to contest the general assembly. It is precisely that day they released the announcement.
Aside from various complains regarding formal aspects of the meeting (not really unusual as German law is very strict on the process that should be followed during general assemblies), Redline is suing over three main points: the fact that the Supervisory board did not act in the interest of all shareholders but only one of a few (by introdusing the “poison pill” in favour of Artnet’s founder, Hans Neuendorf); the lack of information and explanation provided before the votes (which should be the responsability of the assemby’s chairman); and finally on an — alledged — illegal voting agreement.
Ms Renate Bothe, in charge of investor relations at Arnet, filed a disclosure statement — before the general assembly, as requested by German law — that she would be representing several shareholders (such as Robert de Rothschild for example) for a total of 12.58% of the voting rights. It seams that she was also representing Galerie Neuendorf (Hans Neuendorfs shares in the company) for another 26% of the voting rights; the total is therefore 38%. By law, anyone representing more than 30% of the share should first make a statement in that sense prior to the assembly and, secondly, must make a mandatory bid for all outstanding shares.
Failing to do so, votes are supposed to be declare void. Which would be of great interest for Redline!
Redline requested the german regulator to wait for the end of the trial to register the new disposition from the general assembly (especially the “poison pill”) in the company statuts. This decision is solely in the hands of the judge in charge of the case.
Similar trials usually takes between a year to a year and the half to get to a conclusion.