Notice of EGM

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: [phone]
 
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