Hunter Douglas: Procedure For Tender of Shares in Squeeze Out Proceeding

The judgment of October 3, 2022 registration number CUR 2022 01223 (“the Judgment”) of the Court of first instance of Curaçao, in the case of the legal entity under foreign law Bergson Beheer B.V. (“Bergson”), incorporated under the laws of the Netherlands, having its registered offices in Rotterdam, the Netherlands, versus the other shareholders in the capital of the corporation Hunter Douglas N.V. (“HD”) having its registered offices in Curaçao (the “Company”) ordered all other shareholders to transfer their shares to Bergson, unencumbered and against payment by Bergson of Euro 175 per ordinary share and Euro 0.43 per preference share,  in as far as they have not been paid, augmented by the statutory interest rate of 3% per annum from February 25, 2022 until the day of payment of the price (including interest) in conformity with Article 2:250 Civil Code of Curaçao and the Judgment.

In order to facilitate the transfer and the payment Bergson has instructed ING Bank N.V., located at Foppingadreef 7, Amsterdam as transfer agent, to, as of the commencement date of October 24, 2022, attend to the formalities regarding the transfer of the shares in HD not currently held by Bergson and to pay Euro 175.00 per ordinary share respectively Euro 0.43 per preference share plus statutory interest (as stated) in conformity with Article 2:250 Civil Code of Curaçao and the Judgment.

As such, the date and place and price of the transfer of shares in HD to Bergson pursuant to the Judgment and Article 2:250, paragraph 7, Civil Code of Curaçao are as follows:

Commencement Date:

October 24, 2022

Place:

ING Bank N.V., Foppingadreef 7, 1102 BD Amsterdam, The Netherlands, Email: iss.pas@ing.com

Price:

Euro 175.00 per ordinary share; Euro 0.43 per preference share; in as far as the price has not been paid augmented by the statutory interest rate of 3% per annum from February 25, 2022 until the transfer of the shares or the consignment.

If shareholders do not transfer their share(s) in HD to Bergson in terms of the arrangements within a period of six months after commencement date of October 24, 2022 viz. by April 24, 2023, Bergson will proceed to lodge an amount equal to the aforementioned price and interest for their share(s) with the Court (in terms of Article 2:250 Civil Code of Curaçao, which will be at an account of the Central Bank of Curaçao and St. Maarten. As a result of this process, the share(s) will pass to Bergson free from encumbrances, and the rights of any charge-holder or party having an interest in those shares shall henceforth be limited to the funds held by the Court, at the Central Bank of Curaçao and St. Maarten relating to such shares.

If shareholders do not transfer their share(s) in the manner described above, it will be their own responsibility to collect the funds to which they are entitled, as may be directed by the Court and the Central Bank of Curaçao and St. Maarten. This may result in a shareholders’ incurrence of costs and expenses, for which Bergson will bear no responsibility or liability whatsoever.

Contact:

Michael Jones – michael.jones@hunterdouglas.com – (702) 692 6619

Source: Hunter Douglas N.V.