Alpha Real Trust Limited Notice of Extraordinary General Meeting (8821K)
December 18 2018 - 10:14AM
UK Regulatory
TIDMARTL
RNS Number : 8821K
Alpha Real Trust Limited
18 December 2018
18 December 2018
LEI: 213800BMY95CP6CYXK69
ALPHA REAL TRUST LIMITED
PROPOSED SHARE PURCHASE AUTHORITY, SCRIP DIVIDEND ALTERNATIVE
AND PANEL WAIVER
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
The Board of Alpha Real Trust Limited ("ARTL" or the "Company")
announces today that it is seeking a general authority from
Ordinary Shareholders and Class A Shareholders to buy back Ordinary
Shares, such authority being in respect of up to 24.99 per cent. of
the Voting Share Capital of the Company.
A circular in which full details of the proposed Share Purchase
Authority is set out (the "Circular"), together with a notice of an
Extraordinary General Meeting to be held on 8 January 2019 at 11.00
a.m., have today been published on the Company's website at
http://www.alpharealtrustlimited.com/investor-relations/shareholder-documents.html.
The purpose of the Circular is to provide Ordinary Shareholders
and Class A Shareholders with information on the background to and
reasons for the proposals, to explain why the Board considers such
proposals to be in the best interests of the Company, the Ordinary
Shareholders and Class A Shareholders, and why the Independent ARTL
Directors recommend that Ordinary Shareholders and Class A
Shareholders vote in favour of the resolutions to be proposed at
the Extraordinary General Meeting.
In the circular to Ordinary Shareholders and Class A
Shareholders dated 12 December 2017, the Directors stated that the
Company wished to have the flexibility to make on-market purchases
of Ordinary Shares by way of a share buyback or pursuant to any
tender offer effected by (or on behalf of) the Company. At the
Company's extraordinary general meeting on 5 January 2018, the
Independent Ordinary Shareholders approved a general authority
allowing the Company to buy back Ordinary Shares, such authority
being in respect of up to 24.99 per cent. of the Voting Share
Capital as at 12 December 2017, being 68,496,906 Ordinary Shares
(the "Prior Share Purchase Authority"). A total of 1,584,564
Ordinary Shares were purchased pursuant to the Prior Share Purchase
Authority (which authority expires on 5 January 2019), including
1,584,564 Ordinary Shares repurchased by the Company pursuant to
the tender offer set out in the Company's circular published on 5
October 2018. The Company has no intention to make any further
repurchases of Ordinary Shares under the Prior Share Purchase
Authority.
The Directors are seeking Shareholders' approval to enable a
scrip dividend alternative to be offered to Ordinary Shareholders
whereby they could elect to receive additional Ordinary Shares in
lieu of a cash dividend (the "Scrip Dividend Alternative"). The
Scrip Dividend Alternative will not be made available to Class A
Shareholders as to do so would require the Company to publish a
prospectus. However, Class A Shareholders who wish to participate
in the Scrip Dividend Alternative may do so if they convert all or
any of their Class A Shares into Ordinary Shares and then elect to
receive additional Ordinary Shares in respect of some or all of the
Ordinary Shares arising on such conversion in accordance with the
terms and conditions of the Scrip Dividend Alternative.
A waiver conditionally granted by the Panel of any obligation on
ARC or the ARC Concert Parties to make a mandatory offer for the
Company under Rule 9 of the City Code, as a result of market
purchases made pursuant to the exercise of the Prior Share Purchase
Authority, was also approved at the Company's extraordinary general
meeting on 5 January 2018 (the "Prior Panel Waiver").
As at the Latest Practicable Date, ARC holds 33.71 per cent. of
the Voting Share Capital and the ARC Concert Parties hold 6.49 per
cent. of the Voting Share Capital, bringing the total holding of
ARC and the ARC Concert Parties to 40.20 per cent. of the Voting
Share Capital. Consequently, Rule 9 of the Code will apply to any
further increase in the Voting Share Capital acquired by ARC or the
ARC Concert Parties (except to the extent that a further waiver is
obtained from the Panel).
As a result, under Rule 9 and Rule 37 of the City Code, unless a
specific waiver is obtained from the Panel and approved by the
Independent Ordinary Shareholders and the Independent Class A
Shareholders voting on a poll, ARC and the ARC Concert Parties
would normally be obliged to make a mandatory offer for the Company
in the event that their aggregate percentage holding of voting
rights attaching to the Voting Share Capital increased as a result
of the exercise of the Share Purchase Authority and/or any
elections made by them for Ordinary Shares pursuant to the Scrip
Dividend Alternative. ARC and the ARC Concert Parties (which
includes Phillip Rose) are disenfranchised for the purposes of
voting on the Panel Waiver Resolution.
In order to continue to provide liquidity to Ordinary
Shareholders, the Company wishes to have the ability to make
on-market purchases of Ordinary Shares either by way of a share
buyback or pursuant to any tender offer effected by (or on behalf
of) the Company. As the Class A Shares are unlisted and are not
traded as a recognised investment exchange, the Share Purchase
Authority will not authorise the Company to buy back any Class A
Shares prior to their conversion into Ordinary Shares.
In addition, the Ordinary Shares are currently trading at a
significant discount to the unaudited net asset value of the
Company (such discount being 25.4 per cent. as at the Latest
Practicable Date, based on the NAV per Ordinary Share as at 30
September 2018 of 178.4 pence).
Accordingly, the Company is therefore seeking the approval of
Ordinary Shareholders and Class A Shareholders to the Share
Purchase Resolution. If Ordinary Shareholders and Class A
Shareholders approve the Share Purchase Resolution, the Company
would have authority to make on-market purchases of Ordinary Shares
representing up to 24.99 per cent. of the Voting Share Capital
(being up to 16,718,895 Ordinary Shares as at the Latest
Practicable Date).
Capitalised terms and expressions used in this announcement
shall have the same meanings as those attributed to them in the
Circular.
Full details of the proposals are set out in the Circular
published on the Company's website at
http://www.alpharealtrustlimited.com/investor-relations/shareholder-documents.html.
A copy of the Circular has been submitted to the National Storage
Mechanism and will shortly be available for inspection at
http://www.morningstar.co.uk/uk/nsm
For further information please contact:
Alpha Real Trust Limited
David Jeffreys, Chairman, Alpha Real Trust Limited +44 (0) 1481 231 100
Brad Bauman, Joint Fund Manager, Alpha Real Trust Limited +44 (0) 20 7391 4700
Panmure Gordon, Broker to the Company
Richard Gray / Andrew Potts +44 (0) 20 7886 2500
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END
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