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”)
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.
Curno Asset
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.
Enquiries:
Blake Nixon
Director
Tel: 02038732288
Northern Trust International Fund Administration Services
(Guernsey) Limited
The Company Secretary
Trafalgar Court, Les Banques
St Peter Port
Guernsey
GY1 3QLTel:
01481 745001
IMPORTANT NOTICES
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.