AXA Property Trust gets a reprieve – As a result of the attendance of representatives of approximately 30% of the shares of the company at an Extraordinary General Meeting (EGM) who didn’t want the intended wind-up of the company to go ahead, AXA Property Trust (APT) will continue to operate.
The EGM was held on 7 September 2018 by AXA Property Trust (APT) and was adjourned to Friday 21st September because representatives of shareholders accounting for just under 30% of the voting rights of the company expressed their intention to vote against the recommended proposals to wind up the company voluntarily in accordance with the Companies Law. They also would not vote in support of the associated appointment of KPMG Channel Islands Limited as Liquidators, and to cancel the admission of its shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange. They said that they were doing this in order to give themselves further time to consider their options in respect of their shareholdings.
Since that time, AXA Property Trust has been notified that a major shareholder disposed of substantially all of its 28.4% interest in the Company on 19 September 2018. AXA Property Trust has also been notified that a new shareholder came to hold a 29.8% interest in the company on that same date, 19 September 2018, in time for their vote to be counted at the adjourned EGM on Friday 21st September.
At the adjourned EGM on Friday 21st September, the recommended liquidation proposals were supported by shareholders representing 38.3% of the company, amounting to 56.2% of those voting. However, shareholders holding shares representing 29.8% of the company voted against the Special Resolution that the company be wound up voluntarily pursuant to Section 391(1)(b) of The Companies (Guernsey) Law, 2008, as amended and the resolution was not passed. The Ordinary Resolutions regarding appointment of the Liquidators, which were conditional on that Special Resolution, were therefore not passed either.
The company therefore continues to be bound by its current investment policy as determined by shareholders in 2013, will therefore be managed with the intention or realising all remaining assets in the portfolio, and will continue to make distributions as and when appropriate.
Timeline
7 September 2018 – EGM adjourned to Friday 21st September
19 September 2018 – existing major shareholder of 28.4% of shares of company sells holding to new party
21 September – EGM adjourned, as representatives of new shareholder attend and inform that they will block the vote
AXA Property Trust has not been de-listed.
What happens next?
The directors will be consulting with the shareholder(s) who voted against the recommended proposals to ascertain what alternative course of action such shareholder(s) foresee, or wish to put forward, for consideration by all shareholders. The directors note that any proposal to amend the investment policy of the company would require shareholder approval. A further announcement will be made in due course.
The plans to dispose of the company’s single Curno asset remain in place, in accordance with the company’s investment policy. As set out in the circular dated 10 August 2018, discussions with the tenant at the Curno property have continued and the company is anticipating that detailed terms will be agreed soon. On the basis of the terms that are expected to be agreed there has been interest expressed to acquire the property and the manager will continue to progress both the new lease negotiations and the sales interest. Notwithstanding this, prospects for a sale should be considered as uncertain until the terms are finalised with the tenant.
APT : AXA Property Trust gets a reprieve