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”)
CHANGE OF
DIRECTORS AND SERVICE PROVIDERS
29 March 2019
Following the results of the Adjourned Extraordinary General
Meeting held on 21 September 2018,
where a Special Resolution to place the Company into voluntary
liquidation did not receive the requisite 75% majority, the
Annual General Meeting held on 28 December
2018, where the Ordinary Resolutions to re-appoint two Board
Directors, Charles Hunter and
Stephane Monier were not approved,
and the subsequent Member requisitioned Extraordinary General
Meeting held on 23 January 2019,
where the Ordinary Resolution to appoint Blake Nixon to the Board was passed by 56.7%
majority of those voting, the Board wishes to announce the
following;
1. Gavin Farrell has
tendered his resignation from the Board which will take effect from
close of business in Guernsey on 28 March
2019
2. Stuart Lawson has
tendered his resignation from the Board which will take effect from
close of business in Guernsey on 28 March
2019
3. William Scott has
been appointed to the Board which will take effect from close of
business in Guernsey on 28 March
2019
4. Robert Burke has
been appointed to the Board which will take effect from close of
business in Guernsey on 28 March
2019
5. AXA Investment Managers UK Limited has indicated
its intention to resign as Investment Manager of the Company should
the Board take definitive steps towards convening an Extraordinary
General Meeting of the Company to consider a change to the
Company’s investment policy. The resignation would take effect
immediately or at a later date by mutual agreement. AXA REIM
Luxembourg S.A. has separately tendered its resignation as
administrator of each of the Company’s two Luxembourg subsidiaries, which will take
effect following the expiration of the 3-month notice period or
earlier if by mutual agreement.
6. Northern Trust International Fund Administration
Services (Guernsey) Limited has tendered its resignation as
Administrator and Secretary which will take effect following the
expiration of the 90 day notice period or earlier if by mutual
agreement.
7. Terms of appointment with replacement advisors
for Northern Trust and AXA REIM Luxembourg S.A. are under
discussion and a further announcement will be made in due
course.
Rationale for Changes
The above changes have been made in recognition that certain
Shareholders, in favour of outline proposals for a new investment
policy proposed to the Company and announced on 7 December 2018, have prevented the Board from
completing the existing wind-down strategy agreed by Special
Resolution on 26 April 2013.
Furthermore, they have indicated and evidenced their intention and
capacity to convene a meeting and pass an Ordinary Resolution to
remove those Board members who have continued to endorse the
existing wind-down strategy and who oppose a change the investment
policy from the current wind down strategy. Those Directors who are
resigning maintain that a change of the Company’s investment
strategy should be approved by a Special Resolution.
In order to avoid the ongoing cost and delay in pursuing this
course, the Board has agreed to expedite the above changes.
Future Plans
The new Board, consisting of William
Scott (who will be acting Chairman), Robert Burke and Blake
Nixon, will as a priority be reviewing the future direction
of the Company, and in particular the proposed change of Investment
Policy and plans for the Curno property, and an announcement in
those regards will been made following this.
The new Board will take into account the interests of
Shareholders as a whole. Any material change to the
Investment Policy of the Company will require the prior approval of
the FCA as well as the approval of Shareholders.
The Board also affirms that the audited annual report was
published on 28 March 2019 and is
submitting a request to the FCA to lift the suspension of listing
of the Shares. The response to that request will be announced
when it is received.
Enquiries:
Northern Trust International Fund Administration Services
(Guernsey) Limited
The Company Secretary
Trafalgar Court, Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481
745001