Notice of EGM and Circular

AXA Property Trust Limited

LEI Number: 213800AF85VEZMDMF931
(The “Company”)

NOTICE OF EGM AND CIRCULAR

10 June 2019

Further to the Company’s announcements on 3 April 2019 and 18 April 2019 regarding a change of investment policy and a change of name (the “Proposals”), the Company on Friday 7^th June 2019 posted a circular to shareholders (the “Circular”) seeking approval at an extraordinary general meeting (the “EGM”) for such changes.

BACKGROUND

Following consultation with Shareholders, the Board is pleased to propose that AXA Property Trust Limited become an investor in undervalued British quoted securities. In connection with this, Worsley Associates LLP ("Worsley") has been appointed as the Company's new investment advisor.

The Board believes that, if implemented, the new investment policy will provide an attractive alternative to the Company's current policy of winding-down its portfolio and distributing the realisation proceeds to Shareholders.

Worsley's investment strategy allies the taking of influential holdings in British quoted securities of smaller companies priced at a deep discount to their intrinsic value (as determined by a comprehensive and robust research process) with the employment of activism as necessary to drive highly favourable outcomes. UK small cap activism is a specialist discipline and Worsley has very few competitors, none of which have comparable experience. The UK environment is highly favourable for activism, with minority shareholders enjoying a multitude of advantageous rights and protections not generally available in other jurisdictions. There are more than 1,000 smaller companies whose shares trade on the London Stock Exchange and they receive relatively limited attention from market participants, with the result that deep value opportunities routinely present themselves across all market cycles.

Worsley has an absolute return focus and believes that the acquisition of a portfolio of investments at a large discount to estimated values provides a margin of safety which can substantially mitigate the likelihood of an overall permanent loss of capital.

The Board believes that Worsley’s appointment as the Company's investment advisor will provide an excellent basis from which to launch the proposed new investment policy. In particular, Worsley has:

·      a proven ability to undertake transactions, providing know-how and dependability of execution;

·      a successful investment track record, underpinned by proven operating and technical expertise; and

·      a differentiated and rigorous approach to listed equity investments through its activist equity strategy.

THE PROPOSALS

Subject to Shareholder approval, it is proposed that:

(i)   the New Investment Objective and Policy be adopted with immediate effect; and

(ii)  the Company's name be changed from "AXA Property Trust Limited" to "Worsley Investors Limited".

The Proposals are subject to the approval of Shareholders, and the Circular contains Notice of the Extraordinary General Meeting, to be held on 28 June 2019, at which the Resolutions to approve the Proposals will be considered.

NEW INVESTMENT OBJECTIVE AND POLICY

Under the Proposals, the New Investment Objective and Policy would be adopted in the place of the current investment policy of managed wind-down, as approved at an extraordinary general meeting of the Company on 26 April 2013.

New Investment Objective

The Company’s investment objective is to provide Shareholders with an attractive level of absolute long-term return, principally through the capital appreciation and exit of undervalued securities. The existing real estate asset of the Company will be realised in an orderly manner, that is with a view to optimising the disposal value of such asset.

New Investment Policy

The Company aims to meet its objectives through investment primarily, although not exclusively, in a diversified portfolio of securities and related instruments of companies listed or admitted to trading on a stock market in the British Isles (defined as the United Kingdom of Great Britain and Northern Ireland; (ii) the Republic of Ireland; (iii) the Bailiwicks of Guernsey and Jersey; and (iv) the Isle of Man). The majority of such companies will also be domiciled in the British Isles. Most of these companies will have smaller to mid-sized equity market capitalisations (the definition of which may vary from market to market, but will in general not exceed £600 million). It is intended to secure influential positions in such British quoted securities with the deployment of activism as required to achieve the desired results.

The Company and its subsidiary undertakings (“the Group”) may make investments in listed and unlisted equity and equity-related securities such as convertible bonds, options and warrants. The Group may also use derivatives, which may be exchange traded or over-the-counter.

The Group may also invest in cash or other instruments including but not limited to: short, medium or long term bank deposits in Sterling and other currencies, certificates of deposit and the full range of money market instruments; fixed and floating rate debt securities issued by any corporate entity, national government, government agency, central bank, supranational entity or mutual society; futures and forward contracts in relation to any other security or instrument in which the Group may invest; put and call options (however, the Group will not write uncovered call options); covered short sales of securities and other contracts which have the effect of giving the Group exposure to a covered short position in a security; and securities on a when-issued basis or a forward commitment basis.

The Company pursues a policy of diversifying its risk. Save for the Curno Asset until such time as it is realised, the Company intends to adhere to the following investment restrictions:

·      not more than 30 per cent. of the Gross Asset Value at the time of investment will be invested in the securities of a single issuer (such restriction does not, however, apply to investment of cash held for working capital purposes and pending investment or distribution in near cash equivalent instruments including securities issued or guaranteed by a government, government agency or instrumentality of any EU or OECD Member State or by any supranational authority of which one or more EU or OECD Member States are members);

·      the value of the four largest investments at the time of investment will not constitute more than 75 per cent of Gross Asset Value;

·      the value of the Group’s exposure to securities not listed or admitted to trading on any stock market will not exceed in aggregate 35 per cent. of the Net Asset Value;

·      the Group may make further direct investments in real estate but only to the extent such investments will preserve and/or enhance the disposal value of its existing real estate asset. Such investments are not expected to be material in relation to the portfolio as a whole but in any event will be less than 25 per cent. of the Gross Asset Value at the time of investment. This shall not preclude its subsidiaries from making such investments for operational purposes;

·      the Company will not invest directly in physical commodities, but this shall not preclude its subsidiaries from making such investments for operational purposes;

·      investment in the securities, units and/or interests of other collective investment vehicles will be permitted up to 40 per cent. of the Gross Asset Value, including collective investment schemes managed or advised by the Investment Advisor or any company within the Group; and

·      the Company must not invest more than 10 per cent. of its Gross Asset Value in other listed investment companies or listed investment trusts, save where such investment companies or investment trusts have stated investment policies to invest no more than 15 per cent. of their gross assets in other listed investment companies or listed investment trusts.

The percentage limits above apply to an investment at the time it is made. Where, owing to appreciation or depreciation, changes in exchange rates or by reason of the receipt of rights, bonuses, benefits in the nature of capital or by reason of any other action affecting every holder of that investment, any limit is breached by more than 10 per cent., the Investment Advisor will, unless otherwise directed by the Board, ensure that corrective action is taken as soon as practicable.

Borrowing and Leverage

The Group may engage in borrowing (including stock borrowing), use of financial derivative instruments or other forms of leverage provided that the aggregate principal amount of all borrowings shall at no point exceed 50 per cent. of Net Asset Value. Where the Group borrows, it may, in order to secure such borrowing, provide collateral or security over its assets, or pledge or charge such assets.

CHANGE TO THE COMPANY'S NAME

If the New Investment Objective and Policy is adopted the Company’s name will no longer be appropriate and in light of that the Board is proposing that the name be changed from "AXA Property Trust Limited" to "Worsley Investors Limited".

BENEFITS OF THE PROPOSALS

The Directors believe that the Proposals are in the best interests of Shareholders and represent a better alternative to the current plan of liquidation and distribution for the following reasons:

·      the successful business and investment track records of Worsley combined with the proposed New Investment Objective and Policy afford the prospect of generating superior risk adjusted returns for Shareholders over the longer term;

·      there is no guarantee that the Company will be able to realise the Curno Asset in the next one to two years at a price which represents best value for Shareholders and the New Investment Objective and Policy provides time for the Company to realise such asset without the pressure of requiring such realisation under its current investment policy, which may reduce the Company’s negotiating position with counterparties; and

·      the New Investment Objective and Policy will avoid the incurrence of the costs of a formal liquidation.

In light of the above, the Board considers that implementing the Proposals is in the best interests of the Company and the Shareholders as a whole.

CURNO

Despite concerted efforts since April 2013 to complete an orderly realisation of the Company’s assets, the Company has not been able to dispose of all of them as quickly as originally anticipated at prices which represent best value to Shareholders and the Company continues to hold one property asset, a multiplex cinema complex, located in Curno, Italy, the sole tenant of which is UCI Nord Est S.r.L. (“UCI”).

After an extensive period of negotiation with UCI, which followed it having raised trading concerns, a new lease contract was signed on 13 December 2018. As at 31 December 2018, the Company’s independent asset valuer, Knight Frank LLP, valued the Curno Asset at €9.5 million, and this was adopted in the Company’s consolidated accounts for the period then ended.

The marketing process commenced in 2015 and, having failed to elicit sustained interest from buyers, was deferred during 2018 whilst the lease terms were renegotiated. AXAIM in January resumed marketing and approached a targeted list of investor groups considered likely investors for this asset size.

Were the Company to retain its existing strategy of a managed wind-down it would be likely to continue to be regarded as a forced seller of the Curno Asset and its ability to hold this investment for longer to achieve better value would remain diminished. The impact on the value achieved for Shareholders from continuing with the realisation strategy would therefore be likely to be significantly negative.

By removing the necessity to liquidate the Company’s assets in a short time frame, the Board believes that it ought to be possible to extract a better valuation for the Curno Asset than its current carrying value.

The Group plans to retain the Curno Asset until a disposal can be effected at a price which the Board believes properly reflects its prospects.

CONCLUSION

The Board unanimously considers that the Proposals are in the best interests of the Company and its Shareholders as a whole. The Directors intend to vote their own beneficial holdings in favour of the Resolutions in respect of their aggregate holding of 6,188,380 Shares (representing approximately 29.8 per cent. of the total voting rights in the Company). Irrevocable undertakings or written indications of intent to vote in favour of Resolutions have been received from Shareholders representing, in aggregate, a further 15.2 per cent. of the Company's issued share capital.

Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.

Enquiries:
Blake Nixon (Director)
Tel:       [phone]

Shore Capital (Financial Adviser and Broker)
Robert Finlay
Tel:        [phone]

Northern Trust International Fund Administration Services (Guernsey) Limited
The Company Secretary
Trafalgar Court,
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel:        [phone]