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04-10-2006 In relation to suspected violation of the Disclosure of Major Holdings in Listed Companies Act
Today Stork N.V. requested the District Court of Amsterdam to order a preliminary hearing of witnesses concerning the conduct of its large shareholders Centaurus Capital Ltd. and Paulson & Co. Inc. With this hearing of witnesses, Stork wishes to have investigated the suspicion of whether Centaurus and Paulson have violated the Disclosure of Major Holdings in Listed Companies Act 1996 (WMZ).
The WMZ aims at transparency and attempts to prevent that shareholders, unnoticed, can join forces in order to influence decisions or obtain control. If indeed the WMZ has been violated, the interests of current and former shareholders would be prejudiced. These shareholders may have taken certain investment decisions without being aware of a possible joint policy of Centaurus and Paulson.
Based on several statements and the conduct of Centaurus and Paulson, Stork has reason to suspect that the required WMZ notification was not made on time. The purpose of the preliminary hearing of witnesses is to investigate whether this actually is the case. After the preliminary hearing of witnesses, Stork will decide whether it will actually continue legal proceedings.
Via letters from their attorney, Centaurus and Paulson have indicated to Stork and The Netherlands Authority for the Financial Markets (AFM) that on 6 September 2006 they signed a protocol in which they agreed to jointly exercise their voting rights during Stork's shareholders meetings. However, the question has arisen whether Centaurus and Paulson had much earlier (orally) agreed on this approach to join forces.
For example, in letters dated 6 February and 18 July, they already indicated their wish to give this a form by the exercising of their joint voting rights. If this is indeed the case, they were required to have notified the AFM of this sooner.
In its request to the court, Stork enclosed an initial list of witnesses to be heard. This list can be extended, depending on the hearings. The hearings are open to the public. In addition to the preliminary hearing of witnesses, legally, in order to safeguard its rights, Stork is obliged to summon Centaurus and Paulson to appear in court. The WMZ obliges Stork to summon a party within three months after the company has learned of or may have learned of the possible violation of the WMZ. In retrospect, the violation must have occurred in July, as at that time the two shareholders again approached Stork.
In conformance with the WMZ, Stork has brought its suspicion that there is a question of improper notification also to the attention of the AFM. Stork is obliged to do so, as failing to report a suspicion of a violation of the WMZ is an economic offence.
Press information:
The request to the court can be found on the Stork website: www.stork.com
For more information, please contact:
De Brauw Blackstone Westbroek
Mr R.M. Hermans, Stork 's legal counsel
Tel.: +31 (0)20 5771 863
Stork N.V.
Dick Kors
Tel.: +31 (0)35 695 75 75 pdf Press release
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