AXA Property Trust Notice of EGM
December 27 2018 - 11:24AM
UK Regulatory
TIDMAPT
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
(The "Company")
NOTICE OF EXTRAORDINARY GENERAL MEETING
27 December 2018
On 7 December 2018 the Board of Directors announced that Outline Proposals (the
"Outline Proposals") had been submitted to the Company by a member who controls
29.8% of the Company's shares, Mr. Blake Nixon. On 12 December 2018, the Board
announced a subsequent receipt of a member's requisition from Mr. Nixon for a
General Meeting of the Company to be convened for the purposes of considering a
shareholder resolution to appoint Mr. Nixon to the Board (the "Resolution").
Further to those announcements, the Company expects to publish today a notice
of an Extraordinary General Meeting to be held on 23 January 2019 at which the
Resolution will be put to shareholders in the form of an ordinary resolution.
The Company has also issued an accompanying letter to shareholders.
The Company also notes as a separate matter that it is holding its Annual
General Meeting on 28 December 2018 which will proceed as previously notified.
CURRENT UPDATE
The Board has consulted with the Company's largest shareholders on the Outline
Proposals and has also received feedback from other shareholders. The Directors
note that whilst opinions vary, based on information currently available and if
shares controlled by Mr. Nixon are excluded, more potential votes favour a
continuation of the current winding down strategy and a return of remaining
capital as soon as possible.
The Board will continue to work with Mr. Nixon to consider what conditions
should be met and what details determined, before any of the Outline Proposals
should be submitted to the UK Listing Authority and circulated for
consideration to shareholders. The Board will also form a view based on an
independent, objective and impartial assessment and provide a recommendation at
the same time.
The principal issues that have arisen from the shareholder consultation as well
as the Board's own consideration of the Outline Proposals are as follows:
* there would not be any capital returns to shareholders from the proceeds of
the eventual disposal of the Curno property;
* there would not be a contribution to costs, or temporary waiver of
management fee, by Blake Nixon;
* there is limited certainty on the extent of planned future fundraises and
on the future structural features of the Company;
* potential Related Party restrictions under the Listing Rules of the UK
Listing Authority may apply; and
* the Outline Proposals are a material change of investment objective and
risk profile from that approved by shareholders with over 75% of votes cast
previously and as such, should receive an unequivocal mandate from
shareholders.
In considering their recommendation to shareholders regarding the appointment
of Mr. Nixon as a Director of the Company, the Board is mindful of the need to
retain full independence and objectivity with respect to the Company's future
strategy. The Directors believe that whilst discussions on the Outline
Proposals continue, and until the above reservations are addressed, this duty
of impartiality is best served by retaining the current Board composition. The
Board believes the appointment of Mr. Nixon to the Board at this stage is
premature and that it will be able to work co?operatively and efficiently with
him without the necessity of appointing him as a Director whilst considering
the Outline Proposals.
The Board unanimously considers therefore that the Resolution is not in the
best interests of Shareholders as a whole at this stage and is recommending
that Shareholders vote against the Resolution.
NEXT STEPS
The Board wishes to work with Mr. Nixon to determine whether final proposals
can be determined which are capable of being recommended by Directors as being
in the best interests of shareholders as a whole. Once the outcome is
confirmed, the Board will re?consider exercising its powers to appoint Mr.
Nixon to the Board. In the meantime, the Board will continue to follow the
current managed wind?down strategy until such time as shareholders approve any
change. The Board will make a further announcement in due course.
Company website:retail.axa-im.co.uk/axa-property-trust
All Enquiries:
Investment Manager
AXA Investment Managers UK Limited
Broker Services
7 Newgate Street
London EC1A 7NX
United Kingdom
Broker
Stifel Nicolaus Europe Limited
150 Cheapside
London EC2V 6ET
United Kingdom
Tel: +44 (0)20 7710 7600
Company Secretary
Northern Trust International Fund
Administration Services (Guernsey) Limited
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey GY1 3QL
Channel Islands
END
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