AXA Property Trust Ltd - Receipt of Proposal
London, December 7
AXA Property Trust Limited
(a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registered number 43007)
LEI Number: 213800AF85VEZMDMF931
Receipt of Outline Proposals for the future of the Company
7 December 2018
As previously announced, the shareholder who voted against the proposals to place the Company into voluntary liquidation at the adjourned EGM held in September 2018, had indicated he wished new proposals for the future strategy of the Company to be considered by the Board and, in due course, by shareholders. The Directors had requested that he confirmed and elaborated on the proposals with further detail, including an expanded version of the proposed new investment policy.
In response to the request, which was addressed to Worsley Associates LLP ("WALLP"), key elements of outline proposals have now been submitted to the Company by Blake Nixon that:
- the Company revert to a continuing operation;
- the Company's investment policy be modified so as to provide shareholders with an attractive level of absolute long-term return, principally through the capital appreciation and exit of undervalued securities, through active investment in undervalued smaller capitalisation British equities;
- Blake Nixon to be appointed forthwith as a director of the Company;
- the Curno property be taken off the market for the time being;
- the policy of returning capital to shareholders be discontinued;
- WALLP to be appointed as Investment Advisor to the Company, to be responsible for the implementation of investment decisions made by the Board and to assume executive management of the corporate structure and affairs, as replacement for AXA Investment Managers UK Limited ("AXAIM"), to the extent this role is not to be fulfilled by Blake Nixon personally;
- the Company's Board structure be reviewed in light of this new focus (and in particular the potential to reduce the number of directors on the board to three);
- an expense reduction exercise be undertaken to reduce the administration and general costs of the Company as an ongoing listed vehicle; and
- the best option for the asset management of the Curno property to be identified as replacement for AXAIM;
(collectively, the "Outline Proposals").
Blake Nixon also confirmed that under the Outline Proposals:
- there will not be any capital returns from the proceeds of the eventual disposal of the Curno property;
- in due course, it will be desirable for the Company to raise further capital, at which stage views of investors will be canvassed on continued listing on the Premium Segment or other segment of the London Stock Exchange's Main Market, dividend policy and the possibility of discount control, a continuation vote or other liquidity provisions;
- fees will be payable to Blake Nixon and WALLP in respect of investment management of the Company; and
- no contribution will be made by Blake Nixon directly to any transaction costs of the Company arising from the Outline Proposals, other than to the extent that he is already indirectly as a major shareholder bearing his percentage share of the Company's costs.
The Board is considering the Outline Proposals and will seek to consult with the Company's largest shareholders. A further announcement will be made in due course.
In the meantime, the Board will continue to follow the current managed wind-down strategy until such time as shareholders approve any change. In order to support such a change, the Board will require a proposal which is sufficiently detailed to be shared with all shareholders for consideration and which the Board believes could be in the best interests of the Company and its members as a whole.
AXA Investment Managers UK Limited
7 Newgate Street
London EC1A 7NX
Stifel Nicolaus Europe Limited
London EC2V 6ET
Tel: +44 (0)20 7710 7600
Northern Trust International Fund
Administration Services (Guernsey) Limited
PO Box 255
St Peter Port
Guernsey GY1 3QL