AXA Property Trust Notice of EGM

 
TIDMAPT 
 
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 
 
 
 
 
END 
 

(END) Dow Jones Newswires

December 27, 2018 11:24 ET (16:24 GMT)