AXA Property Trust Ltd - Investment Policy Change
AXA Property Trust Ltd - Investment Policy Change
London, April 2
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
INVESTMENT POLICY CHANGE
3 APRIL 2019
Introduction and background
Following consultation with Shareholders, the Board of AXA Property Trust Limited (the "Company", together with its subsidiaries the “Group”) is pleased to propose that the Company become an investor in undervalued British listed securities and appoint Worsley Associates LLP ("Worsley") as its new investment advisor.
The Board believes that, if implemented, the new investment policy will provide an attractive alternative to the Company's current policy of winding-down its portfolio and distributing the realisation proceeds to Shareholders.
On 26 April 2013, the Company adopted the investment objective of realising all the Group’s remaining real estate assets by the end of December 2015 in a manner which achieved a balance between maximising the value from the Company’s investments and making timely returns of capital to Shareholders. Since then, all except one of the properties then owned has successfully been disposed of and returns made to Shareholders of £49.3 million, equivalent to over 87 per cent. of the Company's net assets when the managed wind-down of the Company's portfolio commenced.
The managed wind-down having been very substantially completed, the Board considers that the value inherent in the Company’s structure is best maximised through its continued operation. In addition, it believes that a materially better outcome could be achieved in respect of the last remaining real estate asset, a multiplex cinema in Curno, Italy (the "Curno Asset") were the Company to discontinue its current policy of winding-down its portfolio.
The Board is therefore proposing that the Company adopt a new investment policy of active investment in undervalued British securities, and believes that Worsley's experience in this area will provide the opportunity to create superior long-term value for Shareholders.
Worsley Investment Strategy
Worsley's investment strategy allies the taking of influential holdings in smaller British listed companies selling at a deep discount to their intrinsic value (as determined by a comprehensive and robust research process) with the employment of activism as necessary to drive highly favourable outcomes.
Worsley is regulated by the FCA and is authorised to provide investment management and advisory services. Worsley’s principal, Blake Nixon, is a veteran of more than 30 activist campaigns, and has a demonstrated record of producing substantial returns through both listed permanent capital vehicles and unlisted open-ended structures using the strategy.
Were the Company to retain its exiting strategy of a managed wind-down it would be likely to continue to be regarded as a forced seller of the Curno Asset. By removing the necessity to liquidate the Company’s assets in a short time frame, the Board believes that it ought to be possible to extract a better valuation for the Curno Asset than its current carrying value. The Group plans to retain the Curno Asset until a disposal can be effected at a price which the Board believes properly reflects its prospects.
Adoption of the Proposals
Subject to Shareholder approval, it is proposed that:
(i) the New Investment Objective and Policy be adopted; and
(ii) the Company's name be changed from "AXA Property Trust Limited" to "Worsley Investors Limited"
together the “Proposals”.
The Board believes that the Proposals present an attractive alternative to the existing realisation strategy, in particular because the Board considers that the Proposals will:
· improve prospects for long-term growth in the net asset value of the Company through the implementation of the new investment policy using Worsley's skills and expertise;
· allow the Group to optimise the disposal of the existing Curno Asset over time; and
· avoid the Company incurring costs in connection with the winding-up of its legal structure.
The Proposals will be subject to the approval of Shareholders at an Extraordinary General Meeting. The Board has received indications of support for the change of investment policy from Shareholders representing some 45% of the Company’s issued share capital. Further details regarding each of the Proposals, and a Notice of the Extraordinary General Meeting at which the Resolutions to approve the Proposals will be considered, will be set out in a Circular, which it is expected will be posted to Shareholders before the end of April.
Northern Trust International Fund Administration Services (Guernsey) Limited
The Company Secretary
Trafalgar Court, Les Banques
St Peter Port
This announcement appears as a matter of record only and does not constitute an offer to issue or sell, or a solicitation of an offer to purchase, subscribe for or otherwise acquire, any securities in any jurisdiction. The information contained in this announcement is given at the date of its publication and is subject to updating, revision and amendment. The contents of this announcement have not been approved by any competent regulatory or supervisory authority.
All investments are subject to risk. Past performance is no guarantee of future returns. The value of investments may fluctuate. Results achieved in the past are no guarantee of future results. This document is not intended to constitute legal, tax or accounting advice or investment recommendations.
Statements contained in this document that are not historical facts are "forward-looking statements" which are based on current expectations, estimates, projections, opinions and beliefs of the Company and its investment manager, AXA Investment Managers UK Limited ("AXAIM"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. Forward-looking statements can be identified in some cases by the use of forward-looking terminology, including terms such as "intends", "intention", "will", "continue", "believe", "view" or, in each case, variations or comparable terminology. Forward-looking statements are not guarantees of future events or performance. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond the Company's ability to control or predict. Examples of such circumstances include required regulatory or stock exchange approvals. Actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements.
The distribution of this announcement in certain jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act"). The Company's shares have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred, directly or indirectly, into or within the United States, or to or for the benefit of "U.S. persons" as defined in Regulation S under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act.
This announcement has been prepared by the Company. No liability whatsoever (whether in negligence or otherwise) arising directly or indirectly from the use of this announcement is accepted and no representation, warranty or undertaking, express or implied, is or will be made by the Company, AXAIM, Worsley or any of their respective directors, officers, employees, advisers, representatives or other agents ("Agents") for any information or any of the opinions contained herein or for any errors, omissions or misstatements. None of AXAIM, Worsley nor any of their respective Agents makes or has been authorised to make any representation or warranties (express or implied) in relation to the Company or as to the truth, accuracy or completeness of this announcement, or any other written or oral statement provided. In particular, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on any projections, targets, estimates or forecasts contained in this announcement and nothing in this announcement is or should be relied on as a promise or representation as to the future.