Safeland PLC
23 October 2006
SAFELAND PLC
Establishment of property management joint venture
Safeland plc ('Safeland'), the property trading and investment company announces
today that it has entered into joint venture arrangements with Electra Partners
LLP ('Electra Partners') whereby Safeland and funds under management by Electra
Partners will invest through a Jersey property unit trust ('the Fund') in income
producing UK property investments where value can be added by active management.
Safeland and funds managed by Electra Partners are contributing up to £1m and
£15m respectively, which together with senior debt facilities from Barclays Bank
plc, will allow the Fund to invest up to £50m in suitable properties. Safeland
will be responsible for identifying investment opportunities and for managing
the properties over a seven year term.
It is intended that the Fund will be expanded with further investment from other
third party investors once the investment programme has been established.
Safeland will be remunerated via a management fee, equating to 0.8% of the cost
of the properties, with a floor during first two years of £250,000 per annum.
Safeland will also receive a performance related carried interest based on a
ratcheted share of the Fund's profit depending on the amount by which the Fund
investors' internal rate of return exceeds 10%, subject to a total return hurdle
of 1.3 times their investment.
To meet third party investor requirements there are a number of stipulations.
Safeland must appoint an appropriately experienced third key executive to work
alongside Larry Lipman and Paul Davis. Members of the management team will be
personally incentivised by allocating 25% of Safeland's carried interest to
them. Of that total, 9% will be allocated to Larry Lipman and 8% to each of Paul
Davis and the third executive. Approval will be required to replace any of the
original three executives should they leave for any reason when they may lose
their right to the share of the carried interest allocated to them.
The Directors of Safeland (other than Larry Lipman and Paul Davis who are
personally interested in the allocation of the carried interest to be received
by Safeland), who have consulted with Insinger de Beaufort, consider that the
terms of the transaction are fair and reasonable insofar as shareholders are
concerned.
In addition to normal events of termination, the joint venture arrangements
could be terminated if Larry Lipman ceases to be an executive of Safeland for
any reason other than death or incapacity or if he together with his family
interests cease to control Safeland. At present the Lipman family are
interested in (65%) of the issued ordinary shares of Safeland. Upon termination
of the joint venture arrangements in those circumstances Safeland would lose not
only the right to manage the Fund, but may also lose the right to the carried
interest in the Fund
Whilst the joint venture arrangements subsist, Safeland is precluded from
providing similar management services to any other third party where this may
adversely affect the Fund's assets. Further, during the Fund's initial 2 year
investment period, Safeland can not provide similar management services to any
other third party with investments in properties or itself purchase properties
which are valued at £2 million or more without the properties first being
offered to the Fund.
The Board is satisfied that these arrangements will overall be beneficial to
Safeland.
Larry Lipman, Managing Director of Safeland said:
'The establishment of this venture allows us to rapidly expand Safeland's
ability to acquire property with lower capital cost to the business. We are
very pleased to be working with Electra Partners. We believe that with the
combination of Electra Partners' support and our track record in identifying and
managing investment properties we will be able to make the Safeland business
even more successful.'
This Fund sees the continuation of the relationship with Electra Partners that
was started with the launch of a focused managed workspace fund with Bizspace
plc, a company that was demerged from Safeland in May 2000 and sold to Highcross
in July 2006 for £82m. Bizspace at the date of sale was managing 64 properties
and whose portfolio had grown over 60% since inception
ENDS
For further information please contact:
Safeland plc
Larry Lipman, Managing Director
Tel: 020 8815 1600
www.Safeland.co.uk
About Electra Partners LLP
Electra Partners is an independent private equity fund management group with
£800m under management. Electra Partners has accumulated considerable expertise
and built a strong track record in private equity investments, including
property, for which it maintains a specialist management team. Its principal
investment client is Electra Private Equity PLC whose assets it, or its
predecessor Electra Partners Limited, has managed for over 15 years, as well as
a number of other funds during that time.
This information is provided by RNS
The company news service from the London Stock Exchange
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