Other Notices
In the Matter of
NORTHERN TRUST GLOBAL SERVICES PLC
and
In the Matter of
1889 HOLDINGS S.A.
and
In the Matter of
COUNCIL REGULATION (EC) NO 2157/2001 OF 8 OCTOBER 2001 ON THE STATUTE FOR A EUROPEAN COMPANY (“SE”)
NOTICE IS HEREBY GIVEN THAT
1. NORTHERN TRUST GLOBAL SERVICES PLC, a public limited company incorporated under the laws of England and Wales, having its registered office at 50 Bank Street, Canary Wharf, London E14 5NT, United Kingdom, registered with the Companies House under company number 04795756 (“NTGS PLC”); and
2. 1889 HOLDINGS S.A., a public limited company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 6, rue Lou Hemmer, L-1748 Senningerberg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 218060 (“1889”)
intend to form a European Company pursuant to Articles 2(1) and 17(2)(a) of Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European Company (the “SE Regulation”).
The name of the European Company will be “Northern Trust Global Services SE” (“NTGS SE”) and its registered office will be 50 Bank Street, Canary Wharf, London E14 5NT, United Kingdom.
The formation of NTGS SE will occur as a consequence of a merger between NTGS PLC and 1889 whereby NTGS PLC will acquire all of the assets and liabilities of 1889 by operation of law and subsequently re-register as a European Company in England and Wales pursuant to Article 29 of the SE Regulation.
In accordance with Article 21 of the SE Regulation, the constitutional documents, annual accounts and other documents referred to in Article 16(3) of Directive (EU) 2017/1132 (if any) (being the article that has ultimately replaced the repealed Article 3(2) of Directive 68/151/EEC referred to in Article 21 of the SE Regulation) are filed:
1. in relation to NTGS PLC, with the Registrar of Companies, at Companies House, England and Wales, under company registration number 04795756; and
2. in relation to 1889, at the Luxembourg Trade and Companies’ Register under number B 218060.
In accordance with Section 906 of the Companies Act 2006, a copy of the draft Terms of Merger has been delivered to Companies House, England and Wales.
Creditors of NTGS PLC may exercise their rights of objection in accordance with the laws of England and Wales. On the formation of NTGS SE, all rights and obligations of every creditor of NTGS PLC shall be transferred, by operation of law to NTGS SE, pursuant to Article 29 of the SE Regulation.
Creditors of 1889 may oppose the merger proposal in accordance with the provisions of the laws of Luxembourg. On the formation of NTGS SE, all rights and obligations of every creditor of 1889 shall be transferred, by operation of law to the new SE, pursuant to Article 29 of the SE Regulation.
1889 is a wholly owned subsidiary of NTGS PLC. NTGS PLC is a wholly owned subsidiary of its parent company and will continue to be so. As such neither NTGS PLC nor 1889 currently have any minority shareholders. No provisions regarding protection of minority shareholders are therefore applicable.
Full information on the arrangements made for the exercise of the rights of creditors and minority shareholders of the merging companies may be obtained free of charge from the following address: Northern Trust Global Services PLC at 50 Bank Street, Canary Wharf, London E14 5NT, United Kingdom.
Any person who wishes to make representations in relation to the Merger may make written representation to Freshfields Bruckhaus Deringer LLP (Ref GHFS/APCR (170530-0001)) solicitors for NTGS PLC at the address below:
Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London, EC4Y 1HS.
Solicitors for NTGS PLC (Ref GHFS/APCR (170530-0001))