Proposals for Reconstruction of the Trust
French Property Trust PLC
14 December 1999
RECOMMENDED PROPOSALS ANNOUNCED FOR THE RECONSTRUCTION OF FRENCH
PROPERTY TRUST PLC ('FRENCH PROPERTY TRUST' OR 'FPT')
Summary
* Since the launch of the SBF Finance (Real Estate) Index (FPT's
benchmark) in January 1991, FPT's net asset value ('NAV') return has
outperformed the capital return on that index by approximately 80%.
* Despite FPT's good relative performance, and in common with many other
investment trusts, FPT's shares have been trading at a wide discount
to their underlying NAV. FPT's board and Ivory & Sime Asset
Management Limited ('ISAM'), FPT's investment manager, have therefore
adopted a pro-active approach to enhancing shareholder value.
* Accordingly, FPT's board and ISAM, in conjunction with Intelli
Corporate Finance Limited (FPT's financial advisers), have developed
proposals under which FPT will be wound up voluntarily, with
shareholders' investments in FPT being rolled-over, in a tax-efficient
manner, into The European Asset Value Fund ('EAVF').
* EAVF is a Luxembourg open-ended investment company that is also
managed by ISAM. Although EAVF's investment policy does not have a
country or industrial sector basis, EAVF's portfolio will, in future,
concentrate on property companies, property-related companies and
investment holding companies, with a bias towards France.
* FPT's directors believe that the proposals have significant
attractions for shareholders. In particular:-
- FPT's directors believe that the implementation of the
Proposals will result in a significant increase in the market
value of shareholders' investments without crystallising any
potential liability to UK taxation of capital gains; and
- ISAM expects that the consolidation that is now taking
place in the property and property-related sectors in France,
which is creating larger and more marketable companies, will
extend to other European countries and that FPT's
shareholders, by investing in EAVF with its wider investment
remit, will be able to take advantage of this broader range of
investment opportunities, as well as opportunities in the
investment holding company sector.
* For illustrative purposes only, it is estimated that, if the Proposals
had been implemented on 8 December 1999, the value which FPT
shareholders would have received would be equivalent to an uplift of
23.1 per cent. in the market value of their FPT shares at that date.
* FPT shareholders representing 70.8% of FPT's issued share capital have
undertaken to vote in favour of the resolutions to be proposed at
extraordinary general meetings of FPT convened for 7 and 17 January
2000 which are necessary to enable the Proposals to be implemented.
Commenting on the proposals, William Fossick, a director of French
Property Trust, said:-
'We are pleased to have the overwhelming support of shareholders for our
proposals. The Board and managers of French Property Trust were
concerned at the poor rating of the Company's shares and recognised that
action was required to enhance shareholder value. These proposals
result in a significant uplift in shareholder value whilst providing
continued exposure to an attractive area.'
Enquiries:-
French Property Trust William Fossick 0207 853 6931
Ivory & Sime Asset John Walton/ 0207 853 6931
Management Mark Townsend
Intelli Corporate Finance Gordon Neilly 0207 653 6300
Square Mile James Melville-Ross 0207 601 1000
RECOMMENDED PROPOSALS ANNOUNCED FOR THE RECONSTRUCTION OF FRENCH
PROPERTY TRUST PLC
Introduction
The board of directors of French Property Trust announces that it is
proposing a scheme of reconstruction of FPT. Under the Proposals, FPT
will be wound up voluntarily, with Shareholders' investments in FPT
being rolled over, in a tax-efficient manner, into European Asset Value
Fund. EAVF is a Luxembourg open-ended investment company that is
managed by Ivory & Sime Asset Management Limited, FPT's investment
manager.
The Proposals require the approval of Shareholders at two extraordinary
general meetings of FPT which are being convened for 7 and 17 January
2000. Shareholders representing 70.8 per cent. of the issued Ordinary
Shares have undertaken to vote in favour of the resolutions to be
proposed at those meetings.
Background to the Proposals
French Property Trust was launched on 13 April 1990 with the objective
of achieving long-term capital growth by investing mainly in quoted
French property companies. Its investment policy was broadened in 1993
to allow limited investment in other continental European property
companies.
From 1 January 1991, when the SBF Finance (Real Estate) Index (FPT's
current benchmark index) was established, to 30 November 1999, the
Company's NAV return significantly outperformed the corresponding
capital return of the SBF Finance (Real Estate) Index (measured in
sterling), as shown by the table below:-
French Property Trust v SBF Finance (Real Estate) Index (£)
Return to 30.11.99
Since Since
1 Year 3 Years 5 Years 01.01.90 13.04.90
(1)
French Property Trust 8.1% 71.4% 61.8% 80.3% 43.2%
- NAV
SBF Finance (Real
Estate) Index - 2.9% 29.2% 12.0% 1.9% -
Capital Return (2)
Notes:-
1. Calculated after the deduction of costs of launch of FPT.
2. Currency adjusted.
Sources: ISAM and Datastream.
Despite the Company's good relative performance, and in common with many
other investment trusts, the FPT Shares have been trading at a wide
discount to their underlying NAV, as shown in the table below:-
FPT Share Price Discount to Underlying Net Asset Value
Year to 08.12.99
At 08.12.99 Widest Average Narrowest
20.9% 27.3% 21.0% 13.8%
Source: Datastream.
In view of the continuing level of the FPT Share price discount, the
Board and ISAM have adopted a pro-active approach to enhancing
Shareholder value and have been in discussions with Intelli Corporate
Finance Limited, FPT's financial advisers, in order to decide on the
best approach to achieving such enhancement. As a result, the Board
and ISAM, in conjunction with Intelli Corporate Finance Limited, have
developed the Proposals.
The Proposals
The Proposals provide for the Company to be put into members' voluntary
liquidation and for the transfer to EAVF of FPT's assets (after setting
aside cash and other assets in the Liquidation Fund). In consideration
for such transfer, Shareholders will receive EAVF Shares with an
aggregate NAV equal to 99 per cent. of the NAV (calculated after
deducting the Liquidation Fund and the aggregate amount of the intended
second interim dividend of 4.5p per FPT Share referred to below) of
their Ordinary Shares.
The cash and other assets to be set aside in the Liquidation Fund will
be such amount as FPT's liquidators consider sufficient to provide for
all FPT's outstanding liabilities (including the costs of the
Proposals), together with a provision of £100,000 for contingencies
over and above those liabilities. In addition, the Directors estimate
that FPT is entitled to refunds of French and UK tax of, in aggregate,
approximately £670,000 (based on the rate of exchange as at the close
of business on 8 December 1999 of FF10.4071:£1) which, to the extent
that they are not received by FPT prior to the Proposals being
implemented, will form part of the Liquidation Fund.
For illustrative purposes only, it is estimated that, if the Proposals
had been implemented on 8 December 1999, the value of FPT's assets
transferred to EAVF would have been approximately £32.1 million. On
that basis, a holder of one Ordinary Share would have received EAVF
Shares with an aggregate NAV of 127.2p, equivalent to 99 per cent. of
the value of FPT's assets (on a per Ordinary Share basis) transferred
to EAVF.
Subject to no unforeseen circumstances occurring, the Directors expect
FPT's liquidators to make capital distributions, in cash, out of the
Liquidation Fund to Shareholders shortly after receipt of the UK and
French tax refunds. If no contingencies arise and no tax refunds are
received prior to the Proposals being implemented, the Directors expect
that the total amount of such distributions will be approximately
£770,000 or 3.1p per FPT Share.
For illustrative purposes only, it is estimated that, if the Proposals
had been implemented on 8 December 1999, a Shareholder would have
received, in respect of each FPT Share:-
* EAVF Shares with an aggregate NAV of 127.2p;
* a second interim dividend of 4.5p; and
* in due course capital distributions of not less than, in
aggregate, 3.1p;
together representing 97.3 per cent. of FPT's Current NAV per share and a
premium of 23.1 per cent. to the mid-market price of a FPT Share as at
the close of business on 8 December 1999 of 109.5p.
As part of the Proposals, ISAM has agreed to waive its right to
compensation for the early termination of its management agreement with
FPT (in the absence of such waiver, ISAM would have been entitled, on
implementation of the Proposals, to compensation equal to 1.25 per
cent. of FPT's NAV).
Benefits of the Proposals
The Board believes that the Proposals should have significant
attractions for Shareholders. In particular:-
* as the EAVF Shares may be redeemed at their NAV (subject to the
redemption charge referred to under the heading 'European Asset Value
Fund' below), the implementation of the Proposals will result in a
significant increase in the market value of a Shareholder's
investment; and
* ISAM expects that the consolidation that is now taking place in the
property and property-related sectors in France, which is creating
larger and more marketable companies, will extend to other European
countries and that Shareholders, by investing in EAVF with its wider
investment remit, will be able to take advantage of this broader
range of investment opportunities, as well as those in the investment
holding company sector.
In addition, the Proposals have been structured in a tax-efficient
manner so as to avoid crystallising any potential liability to UK
taxation of capital gains. Furthermore, the Directors believe that the
Proposals are cost-effective for Shareholders, with the costs of the
Proposals to be borne by FPT being approximately 1.8 per cent. of FPT's
Current NAV. This low level of costs has been achieved principally as
a result of ISAM waiving its right to compensation for the early
termination of its management agreement with FPT and the compatibility
of FPT's portfolio with EAVF's future investment remit, thereby
avoiding portfolio reorganisation costs.
European Asset Value Fund
European Asset Value Fund is an open-ended investment company that was
incorporated in Luxembourg in August 1994. The objective of EAVF,
which is managed by ISAM, is long-term capital growth from investment
in undervalued asset situations. As at the close of business on 8
December 1999, EAVF had net assets of US$35.8 million, equivalent to
£22.0 million (based on the rate of exchange as at the close of
business on 8 December 1999 of US$1.6258:£1).
EAVF measures its investment performance against the HSBC Smaller
Europe (inc. UK) Index (measured in US dollars). Since its launch on
31 August 1994, EAVF's NAV return has significantly outperformed the
corresponding capital return of its benchmark index, as shown in the
table below:-
EAVF v HSBC Smaller Europe (inc. UK) Index
Return to 30.11.99
Since
1 Year 3 Years 5 Years 31.08.94
EAVF - NAV 15.9% 71.4% 124.1% 114.9%
HSBC Smaller Europe (inc.
UK) Index - Capital 14.9% 37.8% 69.0% 61.2%
Return (1)
French Second Marche Index
- Capital Return (1)(2) -0.7% 9.4% 37.1% 26.1%
Notes:-
1. Currency adjusted.
2. Whilst EAVF does not use the French Second Marche Index as a
benchmark, it has been included in view of the large proportion of
EAVF's portfolio which is invested in French companies (32.2 per cent.
as at 8 December 1999).
Sources: ISAM and Datastream.
Although EAVF's investment policy does not have a country or industrial
sector basis, it is intended that EAVF's portfolio will, in future,
concentrate on property companies, property-related companies and
investment holding companies, with a bias towards France.
The EAVF Shares are issued and redeemed on a weekly basis through
EAVF's paying agent at prices, denominated in US dollars, based on
their underlying NAV. The redemption of EAVF Shares is normally
subject to the delivery of a redemption request to EAVF at least 21
days prior to the weekly valuation date as at which redemption is to
occur. A redemption charge may be levied of no more than 1.5 per cent.
of the redemption NAV of EAVF Shares redeemed within 18 months of their
issue. Redemption charges will be retained by EAVF for the benefit of
its remaining shareholders.
ISAM is entitled to a basic investment management fee of 1.0 per cent.
per annum of EAVF's NAV. In addition, from 1 April 2000 ISAM may be
entitled to receive a performance-related investment management fee of
up to a further 1.5 per cent. per annum of EAVF's NAV. The performance-
related fee will only be payable in the event of the NAV return of an
EAVF Share consistently outperforming the capital return of the HSBC
Smaller Europe (inc. UK) Index (measured in US dollars), both in the
short term and, in due course, over the longer term.
Investment Outlook
European Economic Conditions
Whilst economic growth in Europe is forecast to have slowed in 1999,
economic growth in Europe and, in particular, a number of the western
European countries is forecast to accelerate again in 2000, as shown in
the table below:
Percentage Change in Real GDP from Previous Period
1998 Projection Projection
1999 2000
European Union 2.8% 1.9% 2.4%
Euro Area 2.9% 2.1% 2.6%
Germany 2.8% 1.7% 2.1%
France 3.2% 2.3% 2.6%
Italy 1.4% 1.4% 2.2%
UK 2.1% 0.7% 1.6%
Source: OECD.
ISAM anticipates that growth in money supply, in conjunction with
historically low nominal interest rates, is contributing towards
economic growth and increased European consumer and corporate
confidence.
European Property and Property-related Sectors
ISAM believes that continental European property and property-related
companies are now benefiting from a reduction in the over-supply of
space built in the late 1980s and early 1990s and an increase in the
demand for prime modern property, which together are causing rents and
capital values to rise. In addition, ISAM believes that property and
property-related companies are beginning to look beyond their own
borders for opportunities elsewhere in Europe where value can be
created and synergies exist.
The French property and property-related sectors have seen considerable
corporate activity over the last three years, with companies owning
property assets consolidating, selling or swapping them for shares in
quoted companies. This consolidation is creating larger and more
marketable companies. ISAM expects the process of consolidation
through rationalisation and restructuring to extend to the property and
property-related sectors in a number of other European countries.
ISAM anticipates that these developments in the European property and
property-related sectors should give rise to further opportunities for
achieving good investment returns from companies in those sectors.
European Investment Holding Companies
There are a number of investment holding companies in Europe,
particularly in France, with market capitalisations that stand at
significant discounts to the estimated value of their underlying
investments. ISAM expects many of these companies to come under
pressure to enhance shareholder value, mainly through restructuring or
rationalising their assets.
Second Interim Dividend
The Directors intend to pay a second interim dividend of 4.5p per FPT
Share, amounting, in aggregate, to substantially all of the
distributable income of the Company for the period from 1 January 1999
(after taking into account the interim dividend of 0.5p per FPT Share
paid on 10 September 1999) and the Company's revenue reserves. The
second interim dividend will be paid on the date on which the Proposals
are implemented to Shareholders on the register at the close of
business on Monday, 10 January 2000.
Extraordinary General Meetings
The Proposals require the approval of Shareholders at two extraordinary
general meetings of FPT.
The first extraordinary general meeting will be held at noon on Friday,
7 January 2000. Special resolutions will be proposed at that meeting
to amend FPT's articles of association for the purposes of the
Proposals and to approve the Proposals.
The second extraordinary general meeting will be held at 11.00 a.m. on
Monday, 17 January 2000. A special resolution will be proposed at that
meeting to wind-up the Company.
Shareholders representing 70.8 per cent. of FPT's issued share capital
have undertaken to vote in favour of the resolutions to be proposed at
the extraordinary general meetings referred to above.
Expected Timetable
Circular containing full details of Proposals
despatched to Shareholders 14 December 1999
First extraordinary general meeting of FPT noon on Friday, 7 January
2000
Time as at which respective NAVs of FPT and
EAVF are calculated for purposes of Proposals 5.00 p.m. on Wednesday, 12
January 2000
Second extraordinary general meeting of FPT 11.00 a.m. on Monday, 17
January 2000
Payment date for FPT's second interim Monday, 17 January 2000
dividend
Effective date for implementation of Monday, 17 January 2000
Proposals
EAVF Shares issued to Shareholders under Monday, 17 January 2000
Proposals
Dealings in FPT Shares suspended Tuesday, 18 January 2000
Enquiries:-
French Property Trust William Fossick 0207 853 6931
Ivory & Sime Asset John Walton/ 0207 853 6931
Management Mark Townsend
Intelli Corporate Finance Gordon Neilly 0207 653 6300
Square Mile James Melville-Ross 0207 601 1000
14 December 1999
Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires:-
'Board' or 'Directors' the directors of the Company
'Company', 'French Property Trust' French Property Trust PLC
or 'FPT'
'EAVF Shares' shares of no par value in the capital
of EAVF
'European Asset Value Fund' or The European Asset Value Fund
'EAVF'
'FPT's Current NAV' the NAV of FPT as at the close of
business on 8 December 1999, being
£34.6 million
'ISAM' Ivory & Sime Asset Management Limited
'Liquidation Fund' the fund to be retained by the FPT's
liquidators to meet its liabilities,
including the costs of the Proposals
'NAV' net asset value
'Ordinary Shares' or 'FPT Shares' fully paid ordinary shares of 25p
each in the capital of FPT
'Proposals' the proposals for the reconstruction
and winding-up of French Property
Trust described in this announcement
'SBF Finance (Real Estate) Index' Societe des Bourses Francaises
Finance (Real Estate) Index
'Shareholders' holders of Ordinary Shares