Bird & Bird has advised on two delistings of companies from the AIM market in recent months, reflecting an increase in the number of companies shunning London’s junior market.
In May 2009, Bird & Bird was retained by the three independent non-executive directors of Burani Designer Holding N.V. ("BDH") to advise on its delisting from AIM. The proposal to delist was put forward by Burani Private Holding S.p.A, the majority shareholder of BDH. Given that its representatives on the board of BDH were considered to have a conflict of interest regarding the decision to delist from AIM, the independent directors of BDH where mandated to provide advice to shareholders on the proposal and they turned to Bird & Bird and BDH’s nominated adviser Shore Capital and Corporate Limited ("Shore Capital") to guide them through the process. The delisting of BDH from AIM was approved by shareholders and depository interest holders at a General Meeting held on 5th June and became effective on 16 June 2009.
Although BDH was listed in London on AIM, it was incorporated in Amsterdam and Bird & Bird was able to field a team of UK and Dutch lawyers to advise on the multi-jurisdictional aspects of the process. The Bird & Bird team was led by partner Simon Allport from the London office, supported by Michelle Watson, with partner Rene Rieter and associate Phillip Phoelich providing advice in the Netherlands. The conflicted directors of BDH and Burani Private Holding S.p.A were advised by Clifford Chance.
Bird & Bird’s appointment to advise the independent directors of BDH followed an introduction by Shore Capital which had worked with Bird & Bird on another delisting from AIM by a mutual client earlier in the year. In a similar situation, Bird & Bird advised existing client, Bateman Engineering N.V. ("Bateman"), on its delisting from AIM, which took effect in late April 2009. In that case, the controlling shareholder of Bateman had again proposed the delisting and Bird & Bird, with Shore Capital as Bateman’s nominated adviser, advised Bateman and its independent directors on the process.
Simon Allport from the London office also led on the Bateman delisting and, as Bateman was also a Netherlands incorporated company, Dutch advice was again provided by Rene Rieter and Phillip Phoelich.
Simon Allport, partner in Bird & Bird’s International Corporate Group, said; "Many companies that came to AIM in the boom times have found it difficult to realise the benefits that they had expected to materialise from being on AIM in a falling market. Where there have been controlling shareholders, this has led to them re-appraising the situation and, in many case, seeking to delist. In such circumstances, the position of the independent directors of the AIM company being delisted is often a difficult one as they have to balance their fiduciary duties to all shareholders against the will of a controlling shareholder which can often force the delisting through under the AIM rules. We are pleased to have been able to guide the independent directors of both BDH and Bateman through this process. Our public company experience in the UK combined with the breadth of our European public securities practice, left us ideally placed to advise on such matters, where cross-jurisdictional advice is required."