Notice of EGM
Alpha Pyrenees Trust Limited
01 June 2006
For publication in the United Kingdom only. Not for release, publication or
distribution in or into any other jurisdiction including the United States,
Canada, Australia, South Africa, the Republic of Ireland or Japan.
1 June 2006
Alpha Pyrenees Trust Limited ('Alpha Pyrenees' or the 'Company')
Proposed acquisition of a property in Evreux, France, proposed issue of
2,500,000 ordinary shares, proposed alteration of the Company's borrowing powers
and extraordinary general meeting.
The Board of Alpha Pyrenees (the 'Board') is pleased to announce that the Alpha
Pyrenees group has entered into a conditional acquisition agreement for the
purchase of a property at ZAC Du Long Buisson, Commune du Vieil-Evreux,
Normandy, France (the 'Evreux Property'). The tenant is Laboratoire
GlaxoSmithKline SAS. The Evreux Property is used as a distribution warehouse
for pharmaceutical goods and will provide a property income stream which will
enhance the Alpha Pyrenees group's earnings.
The consideration for the acquisition of the Evreux Property is €10,450,000 in
cash, representing an initial purchase yield (including 'build cost'
reimbursement) of 8.4 per cent. per annum before estimated purchase costs. This
is consistent with an independent valuation of the Evreux Property as at 1 May
2006.
As referred to in the Company's flotation prospectus dated 23 November 2005, the
vendor, SCI Clivaden, is a subsidiary undertaking of Pacific Investments II
Limited ('Pacific Investments'), a company controlled by Sir John Beckwith, the
chairman and controlling member of Alpha Real Capital LLP ('Alpha Real
Capital'), the Company's investment manager. As a result of this relationship,
both the acquisition and the related issue of shares are subject to shareholder
approval.
At the time of the Company's flotation the prospectus disclosed the intention
that Pacific Investments, or a subsidiary undertaking thereof, would subscribe
for 2,500,000 ordinary shares in the Company at the placing price of 100 pence
at the same time as the Alpha Pyrenees group completed the acquisition of the
Evreux Property. Under the terms of the agreement, it is proposed to issue such
shares to a subsidiary undertaking of Alpha Real Capital, Sir John Beckwith,
members of his family, charitable and other trusts associated with him and
employees of Alpha Real Capital. Given that Alpha Real Capital is the Company's
investment manager, and Sir John Beckwith's position as a member of Alpha Real
Capital, the issue of the shares is subject to shareholder approval.
At the time of flotation, in keeping with the Listing Rules, the Company was
required to limit its borrowing powers to 65 per cent. of the Company's gross
assets. As referred to in the Company's flotation prospectus, the Listing Rules
do allow for property investment companies such as Alpha Pyrenees to seek
shareholder approval for a higher level of gearing. As envisaged at the time of
flotation, the Directors will put a resolution to the extraordinary general
meeting under which the Company will amend its borrowing powers to allow for
borrowings of up to 95 per cent. of the Company's gross assets. In practice,
the Board currently intends to target borrowings of 75 per cent. of gross
assets.
It is expected that the resolutions will be proposed at an extraordinary general
meeting to be convened for Monday, 26 June 2006.
Upon the acquisition being approved by shareholders, it is expected that
completion will take place, following the satisfaction of certain conditions, by
late July 2006. The acquisition is not conditional upon shareholder approval of
either the allotment of the 2,500,000 ordinary shares or the proposed alteration
to the articles of association in connection with the Company's borrowing
levels.
The circular convening the extraordinary general meeting and setting out full
details of the summary set out in this announcement will shortly be despatched
to shareholders.
Contacts:
Phillip Rose, CEO, Alpha Real Capital 020 7591 1609
John O'Malley, Kinmont 020 7493 8488
Kinmont Limited which is authorised and regulated by the Financial Services
Authority, is acting exclusively for the Company and no one else in connection
with the proposals set out herein and will not be responsible to anyone other
than the Company for providing the protections afforded to their clients nor for
providing advice in relation to the proposals.
Neither this announcement nor any copy of it may be taken or distributed into
the United States of America or distributed or published, directly or
indirectly, in the United States of America. Any failure to comply with this
restriction may constitute a violation of US securities law. The securities
referred to herein have not been and will not be registered under the US
Securities Act of 1933, as amended (the 'Securities Act'), and may not be
offered or sold in the United States to or for the benefit of US persons unless
they are registered under the Securities Act or pursuant to an available
exemption therefrom. No public offering of securities is being made in the
United States. The distribution of this announcement and information contained
herein may be restricted by law in other jurisdictions and therefore persons
into whose possession this announcement or information contained herein comes
should inform themselves about and observe any such restrictions.
Notes:
ABOUT ALPHA REAL CAPITAL
Alpha Real Capital is a value-adding international property funds 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. Alpha Real
Capital's European Funds Director, Paul Cable, is Fund Manager, Alpha Pyrenees
Trust. Paul Cable has 25 years experience in the real estate and banking
industries in the UK, Europe and the Far East and has been responsible for Sir
John Beckwith's property investment activities in France and Spain for the last
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
Alpha Pyrenees is a Guernsey registered closed-ended investment company
investing in French and Spanish commercial real estate.
Investment Strategy
Alpha Pyrenees' strategy is to invest in a diversified portfolio of properties
in Spain and France, 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 is an executive director of Slough Estates Plc, one of the
largest London Stock Exchange listed property companies. He is responsible for
Group Finance at Slough Estate Plc and has been so for nine years, and is
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.
This information is provided by RNS
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