Notice of EGM
Alpha Pyrenees Trust Limited
15 January 2007
ALPHA PYRENEES TRUST LIMITED
PROPOSED RE-CLASSIFICATION OF THE COMPANY
PROPOSED AMENDMENT TO THE COMPANY'S INVESTMENT POLICY
NOTICE OF EXTRAORDINARY GENERAL MEETING
15 January 2007
Summary
• Alpha Pyrenees Trust announces its intention, subject to Shareholder
approval, to re-classify the Company's listing from that of a property
investment company under Chapter 15 of the Listing Rules to that of an
overseas company with a secondary listing under Chapter 14 of the Listing
Rules and to make certain related changes to the Company's investment policy.
• The investment policy of the Company will continue to be to invest in a
diversified portfolio of properties in France and Spain, focusing on
commercial property, principally in the industrial, logistics, office and
retail sectors.
• The UKLA has recently published a number of consultation papers which have,
inter alia, considered the listing regime for property investment companies
which is currently contained within Chapter 15 of the Listing Rules -
'Investment Entities'. Given the introduction of legislation relating to
REITs in the UK, which became effective on 1 January 2007, and the response
received to one of the UKLA's consultation papers, the UKLA is proposing to
introduce some major changes to Chapter 15 of the Listing Rules.
• As a result of these amendments it is proposed to amend the Company's
investment policy to align it more closely with REIT legislation.
• Along with these changes, the UKLA has also recently, in a consultation
paper, clarified the rules relating to overseas companies. Overseas
companies (which include companies incorporated in the Channel Islands)
are now able to list on the Official List with only a secondary listing,
under Chapter 14 of the Listing Rules, without having to have a primary
listing in another jurisdiction.
• Given the proposed changes will not be implemented until the third quarter
of 2007, the Board believes it to be in the Company's best interest to
pro-actively seek the Re-classification now, rather than to wait for the
proposed changes to be implemented.
• The Re-classification will allow the Company to purchase the remaining 23
per cent. economic interest in the €124.5 million French business park
acquisition which was announced on 27 December 2006.
• The Re-classification is conditional on Shareholder approval. A circular
will be posted to shareholders today, containing full details of the
Re-classification and related matters and convening an Extraordinary
General Meeting on 5 February 2007 to seek the approval of Shareholders.
Richard Kingston, Chairman of Alpha Pyrenees Trust commented: 'We are delighted
to announce the Company's intention to re-classify its listing under the Listing
Rules. This pro-active move by the Company will align more closely the
Company's investment policy with the REIT legislation and provide added
flexibility to the Company in achieving its investment objectives, including
being fully invested by the end of 2007. The Re-classification will allow the
Company to purchase the remaining 23 per cent. economic interest in the €124.5
million French business park acquisition which was announced on 27 December
2006. On completion of this acquisition the Company will have invested or
committed to invest over €250 million in over 185,000 square metres
(approximately 2 million square feet) of commercial real estate in France and
Spain at an average yield of 7.2%.'
This summary should be read in conjunction with the full text of this
announcement.
Copies of the Circular have been submitted to the UK Listing Authority and will
shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel no: +44 (0) 20 7066 1000
ENQUIRIES
Alpha Real Capital
Phillip Rose, Chief Executive 020 7591 1609
Kinmont
John O'Malley 020 7493 8488
Cenkos
Nick Wells 020 7397 8920
ALPHA PYRENEES TRUST LIMITED
PROPOSED RE-CLASSIFICATION OF THE COMPANY
PROPOSED AMENDMENT TO THE COMPANY'S INVESTMENT POLICY
NOTICE OF EXTRAORDINARY GENERAL MEETING
15 January 2007
Introduction
Alpha Pyrenees Trust announces its intention, subject to Shareholder approval,
to re-classify the Company's listing from that of a property investment company
under Chapter 15 of the Listing Rules to that of an overseas company with a
secondary listing under Chapter 14 of the Listing Rules and to amend the
Company's investment policy.
The Board believes that the added flexibility and speed to completion of
property investments by the Company that the Re-classification will provide will
assist the Company in achieving its stated investment objectives, which include
being fully invested by the end of 2007.
Given the introduction of legislation relating to REITs in the UK, which became
effective on 1 January 2007, and the responses received to one of the UKLA's
consultation papers, the UKLA is proposing to introduce some major changes to
Chapter 15 of the Listing Rules.
As a result of these amendments, it is proposed to amend the Company's
investment policy to align it more closely with REIT legislation.
The Re-classification amounts to a material change to the Company's investment
policy and therefore requires, and is conditional upon Shareholder approval, in
accordance with the Listing Rules.
Shareholders will today be sent a circular setting out details of the proposed
Re-classification and a notice convening an Extraordinary General Meeting for
Monday, 5 February 2007.
Background to and reasons for the Proposal
The UKLA has recently published a number of consultation papers which have,
inter alia, considered the listing regime for property investment companies
which is currently contained within Chapter 15 of the Listing Rules - '
Investment Entities'. Given the introduction of legislation relating to REITs
in the UK, which became effective on 1 January 2007, and the responses received
to one of the UKLA's consultation papers, the UKLA is proposing to introduce
some major changes to Chapter 15 of the Listing Rules.
The proposed changes, if implemented, will result in Chapter 15 of the Listing
Rules moving from a rules-based regime to a principles-based regime. The UKLA
believes that this will provide a more modern and flexible platform that will
give investment entities greater choice in selecting their investment objectives
and strategies. It is currently expected that the Listing Rules will be amended
in the third quarter of 2007.
Along with these changes, the UKLA has also recently, in a consultation paper,
clarified the rules relating to overseas companies. Overseas companies (which
include companies incorporated in the Channel Islands) are now able to list on
the Official List with only a secondary listing, under Chapter 14 of the Listing
Rules, without having to have a primary listing in another jurisdiction.
Given the fact that the proposed changes to the Listing Rules will not be
implemented until the third quarter of 2007, the Board believes it to be in the
Company's best interest to pro-actively seek the Re-classification now, rather
than to wait for the proposed changes to be implemented. The Re-classification
will provide the Company with maximum flexibility to operate within its amended
investment policy, which is described in detail in the Circular and which is
proposed to be amended to align it more closely with the REIT legislation. The
Re-classification will also enable the Company to complete certain transactions
without the requirement to seek Shareholder approval whilst retaining on a
modified basis some of the investment restrictions from Chapter 15 of the
Listing Rules.
Effects of the Re-classification on the Company's obligations under the Listing
Rules
The effect of the Re-classification is that the provisions of Chapters 7 to 13
(inclusive) and Chapter 15 of the Listing Rules will cease to apply to the
Company. A summary of these provisions is set out in the Circular.
Shareholders should note that, amongst other things, the 15 per cent. limit on
the proportion that any single property can constitute of the total assets of
the Company and the 20 per cent. limit on the proportion that income from any
single tenant (or tenants within the same group) can contribute to the total
income of the Company in any financial year, which are both required in
accordance with Chapter 15 of the Listing Rules, will cease to apply to the
Company following the Re-classification.
Instead, the Company will be required to comply with the more limited
requirements of Chapter 14 of the Listing Rules, which are also summarised in
the Circular.
Investment policy and applicable investment restrictions in the future
The investment policy of the Company will continue to be to invest in a
diversified portfolio of properties in France and Spain focusing on commercial
property, principally in the industrial, logistics, office and retail sectors.
Following the Re-classification, the Company will no longer be required to
comply with the prescriptive requirements of Chapter 15 of the Listing Rules.
Given this, the Board believes that certain investment principles should be
included in the investment policy in the future. The adoption of new investment
principles represents a material change to the Company's investment policy.
Given the introduction of legislation in relation to REITs, effective from 1
January 2007, the Board believes it is appropriate to align more closely the
Company's investment principles with those of the REIT requirements. The
proposed new investment principles to be adopted on Re-classification are set
out in further detail in the Circular.
Additional Shareholder protections to be retained
In addition to the Company's investment policy and the Shareholder protections
included in the Articles, the Board has also considered Chapters 7 to 13
(inclusive) of the Listing Rules and believes that certain protections to be
included within these Chapters should still be complied with, where possible, on
a voluntary basis. These are set out in detail in the Circular.
Current opportunity
The Company announced on 27 December 2006 that it had acquired a 77 per cent.
economic interest in a 77,000 square metre business park in France, comprising
20 office, warehouse and research and development buildings, and that it has
secured a call option, and granted a put option, to acquire the remaining 23 per
cent. of the economic interest in the business park at a pre-determined price.
If Shareholder approval for the Re-classification is received, the Board intends
to proceed with acquiring the remaining 23 per cent. as soon as possible
thereafter. The acquisition of the remaining 23 per cent. will, once complete,
mean that this business park will comprise approximately 19 per cent. of the
Company's expected gross assets, once fully invested.
Notice of Re-classification
The Company is required to give 20 business days notice of the
Re-classification. This announcement should be treated as such notice and
Shareholders should therefore note that, if the Re-classification is approved by
Shareholders, it is expected that it will become effective on 13 February 2007.
Conclusion
Given the impending changes to Chapter 15 of the Listing Rules, the Board
believes it to be in the Company's best interests to proceed with the
Re-classification as this will provide the Company with maximum flexibility to
operate within its investment policy and will allow the Company to complete
certain transactions without the requirement to seek Shareholder approval whilst
retaining, on a modified basis, some of the investment restrictions from Chapter
15 of the Listing Rules.
The Board believes that the added flexibility and speed to completion of
investments that the Re-classification will provide will assist the Company in
achieving its investment objectives. The Board has consulted with the
Investment Manager who unequivocally supports the Re-classification and also
believes it to be in the best interests of the Company and the Shareholders.
Recommendation
The Board believes that the Proposal is in the best interests of Shareholders as
a whole and unanimously recommends that Shareholders approve the Proposal by
voting in favour of the Resolution to be proposed at the Extraordinary General
Meeting, as each Director intends to do in respect of his or her beneficial
holdings, which in aggregate amount to 265,000 ordinary shares, representing
approximately 0.21 per cent. of the issued share capital.
ENQUIRIES
Alpha Real Capital
Phillip Rose, Chief Executive 020 7591 1609
Kinmont
John O'Malley 020 7493 8488
Cenkos
Nick Wells 020 7397 8920
BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP,
Chartered Accountants, and Kinmont Limited, both of whom are authorised by the
Financial Services Authority, are acting for the Company, as sponsor and
financial adviser respectively, and for no one else in connection with the
Proposal and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor for providing
advice in relation to the Proposal.
NOTES TO EDITORS
ABOUT ALPHA REAL CAPITAL
Alpha Real Capital is a value-adding international property fund management
group with operations in both the French and Spanish real estate markets. Alpha
Real Capital was established by Phillip Rose and Sir John Beckwith.
Phillip Rose has 25 years' experience in the real estate, funds management and
banking industries in Europe, the USA and Australasia. He has been Head of Real
Estate for ABN AMRO Bank, Chief Operating Officer of European shopping centre
investor and developer TrizecHahn Europe (where he was responsible for a €1
billion European investment and development programme from 1999-2000), Managing
Director of Lend Lease Global Investment where, during his tenure from 1994 to
1999, he was responsible for managing European property investments and
Executive Manager of listed fund General Property Trust. He is currently a
non-executive director of Great Portland Estates and a member of the Management
Committee of the Hermes Property Unit Trust.
Sir John Beckwith has been involved in property investment and other investment
for his entire working life. He founded London & Edinburgh Trust PLC ('LET') in
1971 where he was Chairman and Chief Executive Officer and developed it into one
of the top ten listed real estate companies in the UK. Following the sale of
LET, he established Pacific Investments through which he founded a number of
successful asset management businesses, including Liontrust Asset Management and
Thames River Capital.
Alpha Real Capital is the Investment Manager to Alpha Pyrenees Trust. Alpha
Real Capital's European Funds Director, Paul Cable, is Fund Manager to Alpha
Pyrenees Trust. Paul Cable has 27 years' experience in the real estate and
banking industries in the UK, Europe and the Far East and was previously
responsible for Sir John Beckwith's property investment activities in France and
Spain for six years.
Further information is available at www.alpharealcapital.com including contact
details for Alpha Real Capital's UK, French and Spanish offices.
ABOUT ALPHA PYRENEES TRUST
Alpha Pyrenees Trust is a Guernsey registered closed-ended investment company
investing in French and Spanish commercial real estate.
Investment Strategy
The strategy of the Company is to invest in a diversified portfolio of
properties in France and Spain, focusing on commercial property in the
industrial, logistics, office and retail sectors. Alpha Real Capital believes
that there will be capital growth opportunities in the portfolio through income
growth, active asset management and yield compression.
Directors
The Directors of the Company, all of whom are non-executive, are responsible for
the implementation of the investment policy of the Company and the overall
supervision of the Group's activities. The Board consists of:
Richard Kingston (Chairman)
Christopher Bennett
David Jeffreys
Phillip Rose
Serena Tremlett
Richard Kingston was an executive director of Slough Estates Plc, one of the
largest London Stock Exchange listed property companies. He was responsible for
Group Finance at Slough Estates Plc for nine years, and chairman of their
continental European real estate activities. He was a non-executive director of
Mersey Docks and Harbour Company and is a qualified Chartered Accountant.
APPENDIX: DEFINITIONS
References in this announcement to statutes or government agencies are, unless
specifically stated otherwise, to statutes or government agencies in the UK. The
following definitions apply throughout this announcement unless the context
requires otherwise:
'Alpha Pyrenees Trust' or the Alpha Pyrenees Trust Limited
'Company'
'Articles' the articles of association of the
Company
'Board' or 'Directors' the directors of the Company for the
time being
'business day' any day where banks in London and
Guernsey are open for business
(excluding Saturdays and Sundays)
'Circular' the circular to shareholders, dated 15
January 2007 setting out details of the
Proposal
'Extraordinary General Meeting' the extraordinary general meeting of the
Company convened for 5 February 2007,
notice of which is set out at the end of
the Circular, or any reconvened meeting
following adjournment thereof
'Investment Manager' or 'Alpha Real Alpha Real Capital LLP, investment
manager to the Capital' Company
'Listing Rules' the listing rules made pursuant to Part
VI of FSMA to be amended on 20 January
2007 by the Transparency Obligations
Directive (Disclosure and Transparency
Rules) Instrument 2006
'Official List' the Official List of the UK Listing
Authority
'ordinary shares' ordinary shares of no par value in the
capital of the Company
'Proposal' or 'Re-classification' the proposed re-classification of the
Company's listing from that of a
property investment company listed under
Chapter 15 of the Listing Rules to that
of an overseas company listed under
Chapter 14 of the Listing Rules
including the amendments to the
Company's investment policy described
under the heading 'Investment policy and
applicable investment restrictions in
the future' in the letter from the
Chairman of Alpha Pyrenees Trust set out
in Part 1 of the Circular
'REITs' UK Real Estate Investment Trusts being
companies to which Part IV of the
Finance Act 2006 applies
'Resolution' the resolution to be proposed at the
Extraordinary General Meeting
'Shareholders' holders of ordinary shares
'UKLA' or 'UK Listing Authority' the FSA acting in its capacity as the
competent authority for the purposes of
Part VI of FSMA
'UK' or 'United Kingdom' United Kingdom of Great Britain and
Northern Ireland
This information is provided by RNS
The company news service from the London Stock Exchange