Proposed Renewal of Share Purchase Authority

RNS Number : 7371X

Alpha Real Trust Limited

13 February 2013

 



13 February 2013

ALPHA REAL TRUST LIMITED

PROPOSED RENEWAL OF SHARE PURCHASE AUTHORITY, PANEL WAIVER AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

The Board of Alpha Real Trust Limited (the "Company") announces today that it is seeking a general authority from Ordinary Shareholders and Class A Shareholders to buy back Ordinary Shares, such authority being in respect of up to 24.99 per cent. of the Voting Share Capital of the Company. A circular in which full details of the proposed Share Purchase Authority are set out (the "Circular"), together with a notice of an Extraordinary Meeting to be held on 7 March 2013, have today been posted to Ordinary Shareholders and Class A Shareholders.

The Company wishes to have the flexibility to make on-market purchases of Ordinary Shares either by way of a share buyback or pursuant to any tender offer effected by or on behalf of the Company in order to assist with any potential liquidity requirements following the Company's recent acquisition of certain assets from Property Investment Portfolio PLC. Accordingly, the Company is therefore seeking the approval of Ordinary Shareholders and Class A Shareholders to the Share Purchase Resolution. If Ordinary Shareholders and Class A Shareholders approve the Share Purchase Resolution, the Company would have authority to make on-market purchases of Ordinary Shares of up to 24.99 per cent. of the Voting Share Capital (being up to 18,466,074 Ordinary Shares as at the Latest Practicable Date).

As at the Latest Practicable Date, ARC and the ARC Concert Parties' holding of 26,916,305 Ordinary Shares represents 36.4 per cent. of the Existing Ordinary Shares. As a result, under Rule 9 and Rule 37 of the City Code, unless a specific waiver is obtained from the Panel and approved by the Independent Ordinary Shareholders and the Independent Class A Shareholders voting on a poll, ARC and the ARC Concert Parties would normally be obliged to make a mandatory offer for the Company in the event that their aggregate percentage holding of voting rights attaching to the Company's Voting Share Capital increased as a result of the exercise of the Share Purchase Authority. ARC and the ARC Concert Parties (which includes Phillip Rose) are disenfranchised for the purposes of voting on the Panel Waiver Resolution.

In light of the fact that the Company is currently trading at a significant discount to the unaudited net asset value of the Company (such discount being 48 per cent. as at the Latest Practicable Date, based on the unaudited NAV as at 30 September 2012), the Board believes that it is in the Company's interests, and in the interest of shareholders as a whole, to provide shareholders who wish to realise part or all of their investment in the Company with an opportunity to access liquidity which might otherwise not be available in the market.

In light of the foregoing, the Board wishes to seek shareholder approval for the Company to make on-market purchases of its Ordinary Shares either by way of a share buyback or pursuant to any tender offer effected by (or on behalf of) the Company, such approval being in respect of up to 24.99 per cent. of the Voting Share Capital. Accordingly, Ordinary Shareholders and Class A Shareholders are being asked to approve the Share Purchase Authority and the Panel Waiver Resolution.

Capitalised terms and expressions used in this announcement shall have the same meanings as those attributed to them in the Circular.

Full details of the proposed Share Purchase Authority are set out in the Circular, copies of which are being sent to Ordinary Shareholders and Class A Shareholders today, and which will be available for inspection, other than in respect of certain jurisdictions, from the Company's website, www.alpharealtrustlimited.com/investor-relations. In addition, a copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.

For further information please contact:

Alpha Real Trust Limited

David Jeffreys, Chairman, Alpha Real Trust Limited                                 [phone]

Brad Bauman, Joint Fund Manager, Alpha Real Trust Limited                  [phone]

Panmure Gordon, Broker to the Company

Richard Gray / Andrew Potts                                                                [phone]

About the Company

The Company is a closed-ended investment company incorporated in Guernsey that targets investment and development opportunities in real estate, including real estate operating companies, securities, services and other related businesses that offer high total returns.

Further information on the Company can be found on the Company's website: www.alpharealtrustlimited.com.

 

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