AXA Property Trust (APT) has announced that it has received a “Member’s Requisition of an Extraordinary General Meeting” or, in other words, a request for an EGM. APT says that requires that a general meeting of the Company be convened, at the earliest opportunity, for the purpose of considering and voting on the following resolution:
That, pursuant to Article 94(2) and section 139(2) of the Law, Blake Andrew Nixon be appointed as a Director of the Company with immediate effect.
The Notice was received from PH Nominees Limited and was from a shareholder holding more than 10% of the issued share capital of the Company. Blake Nixon has already submitted outline proposals for the continuation of the company (see below). The board says that it will make a further announcement on the matter in due course.
The saga continues
This latest development follows a reprieve for the trust earlier in the year. At an EGM on 7 September 2018, where it was proposed that the company be wound up, representatives of approximately 30% of the shares of the company attended who didn’t want the wind-up to go ahead. Click here to read more on this story.
Blake Nixon’s proposals
On 7 December 2018, APT published key elements of outline proposals that had been submitted to APT by Blake Nixon. These are as follows:
- the Company revert to a continuing operation;
- the Company’s investment policy be modified so as to provide shareholders with an attractive level of absolute long-term return, principally through the capital appreciation and exit of undervalued securities, through active investment in undervalued smaller capitalisation British equities;
- Blake Nixon to be appointed forthwith as a director of the Company;
- the Curno property be taken off the market for the time being;
- the policy of returning capital to shareholders be discontinued;
- WALLP to be appointed as Investment Advisor to the Company, to be responsible for the implementation of investment decisions made by the Board and to assume executive management of the corporate structure and affairs, as replacement for AXA Investment Managers UK Limited (AXAIM), to the extent this role is not to be fulfilled by Blake Nixon personally;
- the Company’s Board structure be reviewed in light of this new focus (and in particular the potential to reduce the number of directors on the board to three);
- an expense reduction exercise be undertaken to reduce the administration and general costs of the Company as an ongoing listed vehicle; and
- the best option for the asset management of the Curno property to be identified as replacement for AXAIM;
Blake Nixon also confirmed that, under these outline proposals:
- there will not be any capital returns from the proceeds of the eventual disposal of the Curno property;
- in due course, it will be desirable for the Company to raise further capital, at which stage views of investors will be canvassed on continued listing on the Premium Segment or other segment of the London Stock Exchange’s Main Market, dividend policy and the possibility of discount control, a continuation vote or other liquidity provisions;
- fees will be payable to Blake Nixon and WALLP in respect of investment management of the Company; and
- no contribution will be made by Blake Nixon directly to any transaction costs of the Company arising from the Outline Proposals, other than to the extent that he is already indirectly as a major shareholder bearing his percentage share of the Company’s costs.
APT’s board is considering the proposals
APT’s Board has said that it is considering the Outline Proposals, will seek to consult with the Company’s largest shareholders and a further announcement will be made in due course. In the meantime, it will continue to follow the current managed wind-down strategy until such time as shareholders approve any change. In order to support such a change, the Board has said that it will require a proposal which is sufficiently detailed to be shared with all shareholders for consideration and which the Board believes could be in the best interests of the Company and its members as a whole.
Update 23 January 2019
Blake Nixon was appointed a director today – at the EGM his appointment was passed with 10.8m shares voted in favour and 8.2m shares voted against
APT : Axa Property Trust saga continues