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Aandeel Esperite AEX:ESP, NL0009272137

  • 0,037 21 jun 2021 12:46
  • -0,001 (-2,14%) Dagrange 0,037 - 0,038
  • 104.500 Gem. (3M) 791,4K

Amar wil bijna 200 miljoen nieuwe aandelen uitgeven

15 Posts
| Omlaag ↓
  1. forum rang 10 DeZwarteRidder 26 februari 2020 14:18
    EXPLANATORY NOTES TO THE AGENDA OF
    THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (EGM) OF
    ESPERITE N.V.
    to be held on 26 March 2020 at 14:00 hours CET at
    Immeuble le Patio, 35-37 Rue Louis Guérin, 69100 Villeurbanne, France
    Introduction
    These explanatory notes should be read in conjunction with the agenda for the EGM of Esperite
    N.V (Esperite, the Company) to be held on 26 March 2020. The paragraph numbering below
    corresponds with the numbering of the agenda items.

    1. Opening and announcements

    2. Business update

    Esperite has experience turbulent headwind during the last months.
    Esperite wants to update the shareholders and provide the relevant information about the
    recent developments.
    During the Q4 2018, Esperite, sole shareholder of CryoSave, took the decision to sell its
    stem cell activities. A process was put in place and some potential buyers were contacted.
    One of the main goals was to safeguard the integrity of ALL the samples processed and
    stored by CryoSave of the 18 years of activity.
    CryoSave has successfully put in place several measures in order to maintain the
    continuity of the commitment with the clients, guarantee the storage for ALL the samples.
    Despite the transparent communication deployed by CryoSave, some misunderstandings
    deserve an extended clarification.
    The management of the Group is of the opinion that Esperite should not account any
    liabilities from this operation.
    A detailed presentation is accessible on Esperite website:
    www.esperite.com/?page_id=7103
    Esperite wants to take the opportunity to present a financial market update and an interim
    non audited 2018 financial report.

    3. Esperite 2.0
    Esperite has already announced its intention to take distance from the operative part of its
    activities and focus its effort on turning itself into an investment company with a focus on
    2
    Health Care and High-Tech Services. The group will present its strategy for the next
    years.

    4. Change of Headquarters location
    Esperite NV is registered in Piet Heinstraat 11, 7204 JN Zutphen, Netherlands with a
    business address in Herengracht 282, 1016 BX Amsterdam Netherlands.
    The Board of Directors has decided to move the Headquarters and the Business Address
    to France, Immeuble le Patio, 35-37 Rue Louis Guérin, 69100 Villeurbanne France.
    Since 7 January 2020:
    The Company’s visiting and business address is now established in France;
    The actual headquarter operations, board meetings and General meetings are at the
    address of the new headquarters
    The company will conduct the necessary process to recruit and appoint a minimum of two
    French board members.
    The daily operations and administrative tasks are conducted by local team of employees
    which carry out their work in the headquarter address;
    The Company will conduct the necessary actions in order to be regulated by the French
    regulator;

    5. Annual report 2018 – including Corporate Governance
    Consideration of the annual report by the Board of Directors for the 2018 financial year.
    In accordance with the principles of the Dutch Corporate Governance Code, the
    Company's approach to the implementation of the Dutch Corporate Governance Code as
    set out in the annual report is tabled for discussion at the AGM. The company has not
    been able to finalise its annual report for the year 2018 on due course. The company
  2. forum rang 10 DeZwarteRidder 26 februari 2020 14:20
    5. Annual report 2018 – including Corporate Governance
    Consideration of the annual report by the Board of Directors for the 2018 financial year.
    In accordance with the principles of the Dutch Corporate Governance Code, the
    Company's approach to the implementation of the Dutch Corporate Governance Code as
    set out in the annual report is tabled for discussion at the AGM. The company has not
    been able to finalise its annual report for the year 2018 on due course. The company
    proposes to present an unaudited annual for 2018 to its shareholders. The Company is
    taking all the possible measure to remedy. The unaudited annual report 2018 will be
    available for download from the Company’s website (www.esperite.com) 3 weeks before
    the EGM.
    The company will present to the shareholders a market update for 2019 as well as half
    years figure for 2019.

    6. Proposal to amend article 4 of the Company’s Articles of Association - Change of
    shares capital nominal value (Voting Item)
    During the last AGM, on 8 January 2019, the shareholders have approved to increase the value
    of share capital to 17’500’000,00 euro, composed of 175’000’000 shares of ten eurocent (EUR
    0.10).
    The company’s Board of Directors proposes to reduce the shares nominal value from ten
    eurocent (EUR 0.10) to one eurocent (EUR 0.01). The value of the share capital remains
    unchanged at 17’500’000 euro. On June 19, 2018, the Company entered into an issuance
    agreement with European Select Growth Opportunities The share capital would then be
    composed of 1’750’000’000 shares of one eurocent (EUR 0.10).
    The proposed amendment is compliant with Dutch law, since article 2:67 sub 4 of the Dutch
    Civil Code prescribes that at least one fifth of the authorised share capital must have been issued
    and that the total share capital value is not modified.
    In order to be able to effect the amendments in the Company's Articles of Association, the
    proposal to amend the Articles of Association also includes the grant of authorisation to each
    member of the Executive Board as well as each employee of the Company Notary to apply for
    the required ministerial certificate of no-objection and to have executed the notarial deed of
    amendment to the Articles of Association.
    3
    The article of association will be updated by the Company Notary and publicly communicated
    and will be available on the website of the Company (www.esperite.com).

    7. Proposal to amend article 22 Financial Year, Annual Accounts of the Company’s
    Articles of Association - (Voting Item)
    The Board of Directors of Esperite NV proposes a change in the Company’s fiscal year end to
    June 30. The change will result in an extended first period from 1st January 2018 to 30th June
    2020. This first period, longer than expected is motivated by the shortage of audit ressources in
    the Netherlands. The background to the proposed change is that the company has found very
    limited option for the choice of accountants licenced for auditing public companies in the
    Netherlands. Esperite, since the dismissal of its previous auditor which remitted its licence, has
    not yet managed to appoint an accountant for the audit of the financial statements for the current
    financial years 2018 and 2019.
    The company has undergone several changes in its structure and consolidation perimeter. The
    company is now confident to be able to report on due time from 30 June 2020.
    In addition, the company commits to communicate every quarter, starting Q1 2020, detailed
    market updates including high level financials.
    With this fiscal year end change, the Company will report one-time, for the period from 1
    January 2018 through 30th June 2020 in October 2020. The following fiscal year shall be from
    1st July to 30st June.
    In order to be able to effect the amendments in the Company's Articles of Association, the
    proposal to amend the Articles of Association also includes the grant of authorisation to each
    member of the Executive Board as well as each employee of the Company Notary to apply for
    the required ministerial certificate of no-objection and to have executed the notarial deed of
    amendment to the Articles of Association.
    The article of association will be updated by the Company Notary and publicly communicated
    and will be available on the website of the Company (www.esperite.com).

    8. Proposal to appoint two external auditors in relation to the audit of the annual
    accounts ending 30st June 2020 (Voting Item)
    In accordance with Article 16(2) of the EU Regulation No 537/2014 regarding the statutory
    audit of public-interest entities (the Audit Regulation), the Audit Committee recommended
    two audit firms for the audit engagement to the Board of Directors and expressed its preference
  3. forum rang 10 DeZwarteRidder 26 februari 2020 14:21
    8. Proposal to appoint two external auditors in relation to the audit of the annual
    accounts ending 30st June 2020 (Voting Item)
    In accordance with Article 16(2) of the EU Regulation No 537/2014 regarding the statutory
    audit of public-interest entities (the Audit Regulation), the Audit Committee recommended
    two audit firms for the audit engagement to the Board of Directors and expressed its preference
    for Accon. In accordance with Article 16(5) of the Audit Regulation, the Board of Directors has
    decided to follow the Audit Committee’s preference and proposes to appoint Accon as external
    auditor in relation to the audit of the annual accounts 2017. As the recommendation by the Audit
    Committee has been followed by the Board of Directors, the second paragraph of Article 16(5)
    of the Audit Regulation is not relevant. Please also note that the formal selection procedure as
    referred to in Article 16(3) of the Audit Regulation does not apply to Esperite, because it
    qualifies as a small or medium-sized enterprise and a company with reduced market
    capitalization. Accon avm has announced on 21 March 2019 to shift their focus on providing
    accounting and advisory to organisations in the public domain and SMEs only. Accon has
    converted its PIE licence into a regular licence. Despite the commitment of the auditor Accon
    to complete all PIE engagements, Esperite was left with an unaudited annual report. Esperite
    has explored all the possible options to deliver its audited annual reports for 2018 and 2019 and
    4
    therefore, comply to its regulatory obligations. Due to the current shortage of PIE auditors in
    the Netherlands, Esperite has not been able to appoint an auditor.
    In accordance with Article 16(2) of the EU Regulation No 537/2014 regarding the statutory
    audit of public-interest entities (the Audit Regulation), the Audit Committee will recommend
    two audit firms for the audit engagement to the Board of Directors and will express its
    preference. In accordance with Article 16(5) of the Audit Regulation, the Board of Directors
    will express its decision about the Audit Committee’s preference and proposes to appoint two
    independent audit firms as external auditors in relation to the audit of the accounts ending June
    2020. Please also note that the formal selection procedure as referred to in Article 16(3) of the
    Audit Regulation does not apply to Esperite, because it qualifies as a small or medium-sized
    enterprise and a company with reduced market capitalization.
    Once the item accepted, the company will propose two audit firms and appoint them at the next
    General Meeting.

    9. Future Board of Directors configuration. Resignation of Mr. Vincent Borgeot as nonexecutive
    director of the Company.
    Mr. Vincent Borgeot formerly non-executive director of the company has resigned for personal
    reasons. The company will present its intentions and project for a new Board of Directors
    configuration.

    10. Delegation to the Board of Directors of the powers to (a) issue, and grant rights to
    subscribe for, shares in the capital of the Company up to a maximum aggregate
    issuance price of EUR 7,000,000; and (b) restrict or exclude the pre-emptive rights in
    connection with such issue of, or grant of rights to subscribe for shares in the capital
    of the Company, each for a period of 18 months from the date of the AGM (Voting
    Item)
    Proposal to delegate to the Board of Directors of the powers to (a) issue, and grant rights to
    subscribe for, shares in the capital of the Company up to a maximum aggregate issuance price
    of EUR 7,000,000; and (b) restrict or exclude the pre-emptive rights in connection with such
    issue of, or grant of rights to subscribe for shares in the capital of the Company, each for a period
    of 24 months from the date of the AGM.
    The Board of Directors considers it desirable to be able to react in a timely manner when certain
    opportunities that need the issuance of shares or granting of rights to subscribe for shares arise.
    Therefore the Board of Directors proposes to that this limited authority to issue shares and grant
    rights to subscribe for shares is delegated to it.

    11. Delegation to the Board of Directors, for a period of 24 months from the date of the
    EGM, of the power to acquire - through purchases on Euronext Amsterdam or
    otherwise - up to a maximum of 10% of the issued share capital of the Company as at
    the date of the EGM by acquiring shares for a purchase price not less than the share
    nominal value price and not higher than the average closing price over the five trading
    days prior to the date of acquisition at Euronext Amsterdam plus a 10% premium
    (Voting Item)
  4. forum rang 10 DeZwarteRidder 26 februari 2020 15:00
    6. Proposal to amend article 4 of the Company’s Articles of Association - Change of shares capital nominal value (Voting Item)
    During the last AGM, on 8 January 2019, the shareholders have approved to increase the value of share capital to 17’500’000,00 euro, composed of 175’000’000 shares of ten eurocent (EUR 0.10).
    The company’s Board of Directors proposes to reduce the shares nominal value from ten eurocent (EUR 0.10) to one eurocent (EUR 0.01). The value of the share capital remains unchanged at 17’500’000 euro. On June 19, 2018, the Company entered into an issuance agreement with European Select Growth Opportunities The share capital would then be
    composed of 1’750’000’000 shares of one eurocent (EUR 0.10).


    Blijkbaar heb ik een fout gemaakt met de titel van dit draadje en had dit moeten zijn:

    Amar wil bijna 1,7 miljard nieuwe aandelen uitgeven.......!!!

    ESGOF staat al in de startblokken.....!!!
  5. forum rang 10 DeZwarteRidder 26 februari 2020 15:43
    ESPERITE (ESP) updates on the current business.
    February 17, 2020 Group News

    17 February 2020
    Financial and business update

    Esperite update the market

    Esperite NV (Esperite, The Company) updates its shareholders on the current configuration and business of the company.
    The company has taken distance from the operative part of its activities and focus its effort on turning itself in an investment company with a focus on Health Care and High-Tech Service.

    Esperite-update-on-businesses-17022020.pdf

    The current subsidiaries of the group, Output Pharma, Genoma with Agaata are now considered as assets held for sale. Therefore, they will not be part any longer of the consolidation perimeter of the group.

    Esperite was the sole shareholder of CryoSave. First of all, the Company has never been directly managing the daily operations of the Umbilical Stem Cells activities. Furthermore, Esperite and CryoSave are effectively two distinct entities. Finally, Esperite is not a shareholder nor involved any longer with CryoSave or the former cord blood activities. Then, Esperite does not account nor forecast any liability from its former subsidiary Cryo-Save or the current situation. In addition, Esperite is not part of the claims against Cryo-Save. Esperite has already published a Press Release on this topic last week.

    This major change in the accounting of the company will reveal different metrics, new to Esperite, like growth of capital and long-term earnings.

    Consequently, Esperite will present quarterly updates including investments, cash flow, cash position, earning, stakes and their valuation.
    The current cash situation of the company is low but sufficient to maintain the administration at its current level.

    The shareholders will vote at the next EGM for the reduction of the Shares Nominal Value from 10 eurocents to 1 eurocent.

    This will allow the company to resume with the investment contracts put on hold.

    The company is currently talking to a couple of additional investors interested in Esperite’s new strategy.
    Esperite’s Loan Notes holders have announced they will convert a significant part of their Loan Notes.

    On 30 June 2019, Esperite announced that it had agreed an extension of the maturity dates for EUR 4,750,000 in unsecured convertible Loan Notes . The Loan Notes bear interest at a rate of 15% per year, payable monthly and are convertible into Esperite shares since 1 January 2020 (or at the earlier occurrence of a limited number of events) until maturity at an initial conversion price of EUR 0.10.

    The Loan Holders are convinced by the strategy of Esperite and demonstrate their support. Therefore, this decision will reduce the repayment of the due interests and improve the cash position of the company.

    Esperite has established itself as an investment group which focuses on the health care sectors with strong biotechnology background and activities. Secondary, Financials and IT companies with potential synergies are of interests. As a result, with more than 20 years of experience, Esperite operates now a light and efficient structure dedicated to growth and active development.
    Esperite follows its strategy to invest primarily in smaller-sized companies valuated at a significant discount to their intrinsic value. Hence, another parameter is essential, it measures the company’s ability to generate free cash flow over the short to mid-term.

    Future investments would certainly be non-controlling position in durable and good quality businesses.

    Esperite is now engaging Innovation, Diversification and Sustainability.

    The Company will inform the shareholders in detail during the EGM scheduled on 26 March 2020.

  6. forum rang 10 DeZwarteRidder 26 februari 2020 15:47
    Esperite’s Loan Notes holders have announced they will convert a significant part of their Loan Notes.

    On 30 June 2019, Esperite announced that it had agreed an extension of the maturity dates for EUR 4,750,000 in unsecured convertible Loan Notes . The Loan Notes bear interest at a rate of 15% per year, payable monthly and are convertible into Esperite shares since 1 January 2020 (or at the earlier occurrence of a limited number of events) until maturity at an initial conversion price of EUR 0.10.


    Dit betekent dat Amar z'n lening aan Esperite zeer waarschijnlijk gaat omwisselen in bijna 47,5 miljoen nieuwe aandelen oftewel bijna een verdubbeling van het huidige aandelenkapitaal.
  7. forum rang 10 DeZwarteRidder 26 februari 2020 16:18
    quote:

    DeZwarteRidder schreef op 26 februari 2020 15:47:


    Esperite’s Loan Notes holders have announced they will convert a significant part of their Loan Notes.

    On 30 June 2019, Esperite announced that it had agreed an extension of the maturity dates for EUR 4,750,000 in unsecured convertible Loan Notes . The Loan Notes bear interest at a rate of 15% per year, payable monthly and are convertible into Esperite shares since 1 January 2020 (or at the earlier occurrence of a limited number of events) until maturity at an initial conversion price of EUR 0.10.


    Dit betekent dat Amar z'n lening aan Esperite zeer waarschijnlijk gaat omwisselen in bijna 47,5 miljoen nieuwe aandelen oftewel bijna een verdubbeling van het huidige aandelenkapitaal.

    Als ik Amar was dan zou ik wachten met conversie totdat de nominale waarde is afgestempeld tot 1 cent, want dat scheelt bijna een half miljard aandelen.
  8. forum rang 10 DeZwarteRidder 29 februari 2020 08:53
    Esperite NV (Esperite, The Company) updates its shareholders on the current configuration and business of the company.
    The company has taken distance from the operative part of its activities and focus its effort on turning itself in an investment company with a focus on Health Care and High-Tech Service.

    ***PDF Downloads

    Esperite-update-on-businesses-17022020.pdf

    The current subsidiaries of the group, Output Pharma, Genoma with Agaata are now considered as assets held for sale. Therefore, they will not be part any longer of the consolidation perimeter of the group.

    Esperite was the sole shareholder of CryoSave. First of all, the Company has never been directly managing the daily operations of the Umbilical Stem Cells activities. Furthermore, Esperite and CryoSave are effectively two distinct entities. Finally, Esperite is not a shareholder nor involved any longer with CryoSave or the former cord blood activities. Then, Esperite does not account nor forecast any liability from its former subsidiary Cryo-Save or the current situation. In addition, Esperite is not part of the claims against Cryo-Save. Esperite has already published a Press Release on this topic last week.

    This major change in the accounting of the company will reveal different metrics, new to Esperite, like growth of capital and long-term earnings.

    Consequently, Esperite will present quarterly updates including investments, cash flow, cash position, earning, stakes and their valuation.
    The current cash situation of the company is low but sufficient to maintain the administration at its current level.

    The shareholders will vote at the next EGM for the reduction of the Shares Nominal Value from 10 eurocents to 1 eurocent.

    This will allow the company to resume with the investment contracts put on hold.

    The company is currently talking to a couple of additional investors interested in Esperite’s new strategy.
    Esperite’s Loan Notes holders have announced they will convert a significant part of their Loan Notes.

    On 30 June 2019, Esperite announced that it had agreed an extension of the maturity dates for EUR 4,750,000 in unsecured convertible Loan Notes . The Loan Notes bear interest at a rate of 15% per year, payable monthly and are convertible into Esperite shares since 1 January 2020 (or at the earlier occurrence of a limited number of events) until maturity at an initial conversion price of EUR 0.10.

    The Loan Holders are convinced by the strategy of Esperite and demonstrate their support. Therefore, this decision will reduce the repayment of the due interests and improve the cash position of the company.

    Esperite has established itself as an investment group which focuses on the health care sectors with strong biotechnology background and activities. Secondary, Financials and IT companies with potential synergies are of interests. As a result, with more than 20 years of experience, Esperite operates now a light and efficient structure dedicated to growth and active development.
    Esperite follows its strategy to invest primarily in smaller-sized companies valuated at a significant discount to their intrinsic value. Hence, another parameter is essential, it measures the company’s ability to generate free cash flow over the short to mid-term.

    Future investments would certainly be non-controlling position in durable and good quality businesses.

    Esperite is now engaging Innovation, Diversification and Sustainability.

    The Company will inform the shareholders in detail during the EGM scheduled on 26 March 2020.
  9. forum rang 10 DeZwarteRidder 13 maart 2020 14:35
    Change of Business Address location
    Esperite NV is registered in Piet Heinstraat 11, 7204 JN Zutphen, Netherlands with a
    business address in Herengracht 282, 1016 BX Amsterdam Netherlands.
    The Board of Directors has decided to move the Business Address to France, Immeuble le
    Patio, 35-37 Rue Louis Guérin, 69100 Villeurbanne France.
    Since 7 January 2020:
    The Company’s visiting and business address is now established in France;
    The actual headquarter operations, board meetings and General meetings are at the
    address of the new headquarters
    The company will conduct the necessary process to recruit and appoint a minimum of two
    French board members.
    The daily operations and administrative tasks are conducted by local team of employees
    which carry out their work in the headquarter address;
    The Company will conduct the necessary actions in order to be regulated by the French
    regulator;

    5. Annual report 2018 – including Corporate Governance
    Consideration of the annual report by the Board of Directors for the 2018 financial year.
    In accordance with the principles of the Dutch Corporate Governance Code, the
    Company's approach to the implementation of the Dutch Corporate Governance Code as
    set out in the annual report is tabled for discussion at the AGM. The company has not
    been able to finalize its annual report for the year 2018 on due course. The company
    proposes to present an unaudited annual for 2018 to its shareholders. The Company is
    taking all the possible measure to remedy.
    The company will present to the shareholders a summarized annual report 2018, a market
    update for 2019 as well as half year figure for 2019.

    6. Proposal to amend article 4 of the Company’s Articles of Association - Change of
    shares capital nominal value (Voting Item)
    During the last AGM, on 8 January 2019, the shareholders have approved to increase the value
    of share capital to 17’500’000,00 euro, composed of 175’000’000 shares of ten eurocent (EUR
    0.10).
    The company’s Board of Directors proposes to reduce the shares nominal value from ten
    eurocent (EUR 0.10) to one eurocent (EUR 0.01). The value of the share capital remains
    unchanged at 17’500’000 euro. On June 19, 2018, the Company entered into an issuance
    agreement with European Select Growth Opportunities The share capital would then be
    composed of 1’750’000’000 shares of one eurocent (EUR 0.01).
    The proposed amendment is compliant with Dutch law, since article 2:67 sub 4 of the Dutch
    Civil Code prescribes that at least one fifth of the authorised share capital must have been issued
    and that the total share capital value is not modified.
    In order to be able to effect the amendments in the Company's Articles of Association, the
    proposal to amend the Articles of Association also includes the grant of authorisation to each
    member of the Executive Board as well as each employee of the Company Notary to apply for
    the required ministerial certificate of no-objection and to have executed the notarial deed of
    amendment to the Articles of Association.
    The article of association will be updated by the Company Notary and publicly communicated
    and will be available on the website of the Company (www.esperite.com).
    3

    7. Proposal to amend article 22 Financial Year, Annual Accounts of the Company’s
    Articles of Association - (Voting Item)
    The Board of Directors of Esperite NV proposes a change in the Company’s fiscal year end to
    June 30. The change will result in an extended first period from 1st January 2018 to 30th June
    2020. This first period, longer than expected is motivated by the shortage of audit resources in
    the Netherlands. The background to the proposed change is that the company has found very
    limited option for the choice of accountants licenced for auditing public companies in the
    Netherlands. Esperite, since the dismissal of its previous auditor which remitted its licence, has
    not yet managed to appoint an accountant for the audit of the financial statements for the current
    financial years 2018 and 2019.
    The company has undergone several changes in its structure and consolidation perimeter. The
    company is now confident to be able to report on due time from 30 June 2020.
    In addition, the company commits to communicate every quarter, starting Q1 2020, detailed
    market updates including high level financials.
    With this fiscal year end change, the Company will report one-time, for the period from 1
    January 2018 through 30th June 2020 in October 2020. The following fiscal year shall be from
    1st July to 30st June.
    In order to be able to effect the amendments in the Company's Articles of Association, the
    proposal to amend the Articles of Association also includes the grant of authorisation to each
    member of the Executive Board as well as each employee of the Company Notary to apply for
    the required ministerial certificate of no-objection and to have executed the notarial deed of
    amendment to the Articles of Association.
    The article of association will be updated by the Company Notary and publicly communicated
    and will be available on the website of the Company (www.esperite.com).


    8. Proposal to appoint two external auditors in relation to the audit of the annual
    accounts ending 30st June 2020 (Voting Item)
    In accordance with Article 16(2) of the EU Regulation No 537/2014 regarding the statutory
    audit of public-interest entities (the Audit Regulation), the Audit Committee recommended
    two audit firms for the audit engagement to the Board of Directors and expressed its preference
    for Accon. In accordance with Article 16(5) of the Audit Regulation, the Board of Directors has
    decided to follow the Audit Committee’s preference and proposes to appoint Accon as external
    auditor in relation to the audit of the annual accounts 2018. As the recommendation by the Audit
    Committee has been followed by the Board of Directors, the second paragraph of Article 16(5)
    of the Audit Regulation is not relevant. Please also note that the formal selection procedure as
    referred to in Article 16(3) of the Audit Regulation does not apply to Esperite, because it
    qualifies as a small or medium-sized enterprise and a company with reduced market
    capitalization. Accon avm has announced on 21 March 2019 to shift their focus on providing
    accounting and advisory to organisations in the public domain and SMEs only. Accon has
    converted its PIE licence into a regular licence. Despite the commitment of the auditor Accon
    to complete all PIE engagements, Esperite was left with an unaudited annual report. Esperite
    has explored all the possible options to deliver its audited annual reports for 2018 and 2019 and
    therefore, comply to its regulatory obligations. Due to the current shortage of PIE auditors in
    the Netherlands, Esperite has not been able to appoint an auditor.
    4
    In accordance with Article 16(2) of the EU Regulation No 537/2014 regarding the statutory
    audit of public-interest entities (the Audit Regulation), the Audit Committee will recommend
    two audit firms for the audit engagement to the Board of Directors and will express its
    preference. In accordance with Article 16
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