European Companies Search Engine
Merger: Art Aktuell GmbH Hrb27 Oct 2008 German Trade Register Announcements, Germany (24/10/2008)
Text
Art Aktuell GmbH, Frankfurt am Main (Ungenannte Str. ??, 60325 Frankfurt a. Main, Germany). The managing director of the company submitted a merger plan of September 19, 2008 to the Commercial Register. In accordance with Section 122d, the following information will be made public:1. The following legal entities are involved in the merger: as a transferring company, Nasalis HQ Ltd., established in England and Wales, registered in the Commercial Register of England and Wales as company No 05129693; as a acquiring company the Art Aktuell GmbH, with its registered office in Frankfurt am Main, registered in the Commercial Register of the District Court of Frankfurt am Main under HRB 77628.2. The rights of the creditors of the transferring company are granted under the English rules on cross-border mergers (The Companies (Cross-Borders Mergers) Regulations 2007 - 2007 No 2974 (hereinafter CBM Regulations). According to Reg. 11 (b) CBM Regulations, the High Court (London) convenes, at the request of each creditor of the transferring company, a creditors' meeting of creditors or classes of creditors to confirm the draft terms of merger. If a meeting of creditors or classes of creditors is convened, the merger report must be confirmed by the majority of creditors or classes of creditors representing 75% of all creditor claims, who may attend and vote in person or through an authorised representative (Reg. 14 CBM Regulations).3. The rights of the creditors of the acquiring company derive from Section 122 a (2) of the UmwG i.V.m. Section 22 umwG. According to that agreement, the creditors of the acquiring company must be provided with security if, within six months of the date on which the entry of the merger in the register of the registered office of the Art Aktuell GmbH, the commercial register of the District Court of Frankfurt am Main, in accordance with Paragraph 125a (2) i.V. § 19 Abs. 3 UmwG, it is deemed to have declared its claim in writing on the basis of reason and amount. However, creditors are entitled to this right only if they demonstrate that the merger jeopardises the fulfilment of their claims. The creditors must be § 22 Abs. 1 Satz 3 UmwG to draw attention to this right in the notice of registration of the merger in respect of the Art Aktuell GmbH pursuant to Section 122a (2) of the § 22 Abs. 1 Satz 3 UmwG. The right to claim security is not available to creditors who, in the event of insolvency, have the right to preferably satisfaction from a cover mass established in accordance with the law for their protection and supervised by the state. As far as creditors' claims are concerned, it is irrelevant whether that claim is based on contract or law. However, only creditors of a so-called compulsory claim can claim guarantees. § 22 UmwG does not cover claims in rem, in this respect the subject-matter of the law in rem constitutes security. The content of the claim is relevant only to the extent that it must constitute an asset. The claim to be secured therefore does not necessarily have to be directed directly at money, but rather, for example, in the case of a claim to the delivery of goods or other services, there is a need for security with regard to a subsequent claim for damages that may result from it. The claim must be asserted directly against the acquiring company under its business address Ungenannte Str. ??, 60325 Frankfurt a. Main, Germany. For this purpose, a precise description of the claim underlying the claim is necessary in such a way that individualization is possible without further investigation. It is expressly pointed out that the guarantee must be required no later than six months after the registration of the merger in the commercial register of the acquiring company.4. The only minority shareholder in the Art Aktuell GmbH is Nasalis HQ Ltd.. However, it is also a participating company of the merger. As a precautionary measure, however, in accordance with Section 122d 5. 2 No. 4 umwG, it should be noted that Nasalis HQ may refuse Ltd. consent to the merger and may vote against or, if necessary, challenge the Art Aktuell GmbH's consent decision.5. Full information on the arrangements for exercising the rights of creditors and minority shareholders of the companies participating in the cross-border merger may be obtained free of charge at the company's registered office, Bockenheimer Landstraße 5 1-53, 60325 Frankfurt am Main.
This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The current state is available on the following page: Nasalis HQ GmbH, Frankfurt a. Main, Germany.
The visualizations for "Art Aktuell GmbH - Merger: Art Aktuell GmbH"
are provided by
North Data
and may be reused under the terms of the
Creative Commons CC-BY license.
