16th May 2013 17:14
16 May 2013
ALPHA UK MULTI PROPERTY TRUST PLC
(the "Company" or together with its subsidiaries the "Group")
Notice of Annual General Meeting
Continuation of Investment Activities
1. Introduction
The Company announces that it has today posted a circular to shareholders (the "Circular").
The purpose of the Circular is to give you notice of the Annual General Meeting ("AGM") which will be held on 18 June 2013 at 10.00 a.m. at IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP and to give you details of the Resolutions.
Under the Memorandum and Articles of Association, the Company is required to seek Shareholder approval every three years for an extension of the Fund's activities for a further three year period ("Continuation"). Therefore, in addition to the usual business transacted at the AGM, the Resolutions will include an ordinary resolution to approve a Continuation.
The directors of the Company believe that the Resolutions are in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the AGM, as they intend to do in respect of their aggregate holdings of 55,400 Ordinary Shares, representing approximately 0.7 per cent. of the Issued Ordinary Share Capital.
The notice convening the AGM can be found at the end of the Circular and a Form of Proxy for use in connection with the AGM accompanies the Circular.
2. Current trading and prospects
2.1. Recent investment performance
As stated in the Interim Management Statement, the Company's adjusted NAV per Ordinary Share was 241 pence as at 31 March 2013 which represents a decrease of 2.8% from that reported in the Annual Report as at 31 December 2012 of 248 pence. Primarily this fall resulted from the revaluation of the Portfolio.
The Portfolio was valued at 31 March 2013 by DTZ Debenham Tie Leung Limited at £82.7 million. One property was sold on in March 2013 and therefore on a like for like basis the valuation of the Portfolio decreased £1.1 million (-1.32%), from £83.8 million at 31 December 2012 to £82.7 million at 31 March 2013. The Portfolio will next be valued by an independent valuer as at 30 June 2013.
During the quarter to 31 March 2013, the Group reduced borrowings by £0.9 million. As a result of these repayments, the total secured borrowings of the Group were reduced to £59.1 million at 31 March 2013. Following the repayment of a further £2.3 million in April 2013, the total secured borrowings stood at £56.8 million.
The combined LTV of the Group's secured borrowings was 71.5% at 31 March 2013 and 70.5% at 30 April 2013 (71.3% at 31 December 2012).
2.2. Group strategy and prospects
Assuming Shareholders vote in favour of a Continuation, the Board aims to:
·; secure refinancing of the Company's loan facilities;
·; strengthen the Company's balance sheet by reducing bank borrowings progressively, consistent with the investment programme in the Portfolio; and
·; make further progress in preserving and improving the profile of income from the Portfolio.
On the basis of the latest financial information available to the Board, assuming the Continuation Vote is passed and subject to the satisfactory conclusion of the refinancing negotiations described in paragraph 3 below, the Board believes that the Group's strategy will provide a platform from which to rebuild shareholder value over the medium term.
3. Existing finance arrangements
3.1. Bank Borrowings
As announced on 1 May 2013, the loan facility with a current outstanding balance of £48.2 million provided by Bank of Scotland in respect of the Company's wholly owned subsidiaries, CHIP (One) Limited, CHIP (Three) Limited, CHIP (Four) Limited and CHIP (Five) Limited, was originally due to expire on 31 October 2012 and has been extended to 31 July 2013.
As announced on 18 March 2013, the loan facility with a current outstanding balance of £8.6 million provided by Nationwide in respect of the Company's wholly owned subsidiary, CHIP (Two) Limited, was originally due to expire on 23 October 2012 and has been extended to 31 May 2013.
Although there are currently insufficient cash reserves to repay these loan facilities, discussions with Bank of Scotland, Nationwide and alternative banks and providers of capital are continuing in order to pursue extensions to, or refinancing of, these borrowings and the Board has reasonable expectations of a positive outcome to these discussions. Further information will be provided to Shareholders in due course.
3.2. Convertible Loan Stock ("CULS")
The CULS are due to mature on 30 June 2013 and are convertible into Ordinary Shares at a price of £3.10 per share. However, based on the current share price of Ordinary Shares the CULS are not expected to be converted into equity, hence would be due for repayment on their maturity date. Although there are currently insufficient cash reserves to repay the CULS, the Company is in discussions with providers of mezzanine financing and the Board has reasonable expectations that suitable re-financing arrangements will be agreed within the remaining period to maturity. Further details on the CULS are provided in the Annual Report.
The Board is taking professional advice currently as to the terms of the refinancing of the CULS and regulatory compliance in respect of it. If there is a regulatory requirement for the Company to do so, shareholder approval will be sought for any such refinancing and a further communication to the relevant class(es) of Shareholders in the Company will be issued accordingly.
4. Dividends and dividend policy
No dividend is currently proposed.
5. Continuation Vote
Pursuant to the Memorandum and Articles of Association, the Company is required at the AGM to propose a Continuation to Shareholders for approval and to continue thereafter to propose a similar resolution at every third subsequent annual general meeting.
Shareholders should be aware that, if the Continuation Vote proposed at the AGM is not passed, the Company will be required to undertake a Wind Up in accordance with its Memorandum and Articles of Association. In such circumstances the Board believes Shareholders would be likely to realise a material discount to the NAV per Ordinary Share as a result of the reduced prices achievable on a disposal in a Wind Up scenario. If the Continuation Vote is passed the Board believes Shareholders will be provided with the opportunity to benefit from any recovery in the UK property market and therefore believes a Continuation offers superior value to a Wind Up of the Fund under current market conditions.
6. Resolutions
The Company is obliged under Isle of Man law to present its audited financial statements to the Shareholders in a general meeting within six months of the date to which such financial statements are made up (being 31 December in the case of the Company). The Isle of Man Financial Supervision Commission may however grant an extension to this timeframe for any special reason upon application being made to it.
The ninth Annual General Meeting of the Company will be held on 18 June 2013 at 10.00 a.m. at IOMA House, Hope Street, Douglas, Isle of Man. You will find set out at the end of the Circular a notice convening the Annual General Meeting. A summary and explanation of the Resolutions to be proposed at the AGM is set out below.
A Form of Proxy for use at the AGM is enclosed with the Circular (see paragraph 7 below headed "Action to be Taken").
The Shareholders have the right to attend, speak and vote at the AGM (or, if they are not attending, to appoint someone else as their proxy to vote on their behalf) if they are on the Register at the Record Date. Changes to entries in the Register after the Record Date will be disregarded in determining the rights of any person to attend and/or vote at the AGM. If the AGM is adjourned, only those Shareholders on the Register 48 hours prior to the time to which the meeting is adjourned will be entitled to attend, speak and vote or to appoint a proxy.
The quorum required for the Annual General Meeting is two Shareholders present in person or by proxy or (being a corporation) by a duly authorised representative and entitled to vote. On a show of hands, each holder who is present in person or by proxy or (being a corporation) by a duly authorised representative has one vote for every existing Share of which such person is the holder. On a poll, each holder who is present in person or by proxy or (being a corporation) by a duly authorised representative has one vote for each existing Share of which such person is the holder. Ordinary resolutions must be passed by a majority consisting of not less than half of the total number of votes cast for and against the relevant ordinary resolution.
The Resolutions are being proposed as ordinary resolutions.
·; Adoption of accounts (Resolution 1)
To receive the audited accounts of the Company for the year ended 31 December 2012, together with the Directors' and Auditors' report thereon.
·; Approval of Directors' fees (Resolution 2)
To approve the Directors' fees for the year ended 31 December 2012.
·; Reappointment of Auditors (Resolution 3)
To re-appoint the Auditors and to authorise the Directors to approve the remuneration of the Auditors.
·; Approval of Director's re-election (Resolution 4)
To re-elect Jonathan Clague as a Director.
·; Approval of Director's re-election (Resolution 5)
To re-elect Mark Rattigan as a Director.
·; Continuation Vote (Resolution 6)
To approve the continuation of the investment activities of the Company for a further three year period.
·; Authority for Market Purchases (Resolution 7)
To approve a general authority to be granted to the Company to make market purchases of Ordinary Shares subject to the limits set out in Resolution 7, the wording of which is provided in full in the Notice of Annual General Meeting.
The Board will only exercise this general authority after due consideration, taking into account the Company's financial position together with relevant market conditions and investment opportunities.
Ordinary Shares purchased would either be cancelled (which would reduce the total number of Ordinary Shares in issue) or held as treasury shares. As at the date of the Circular, the Company does not hold any treasury shares.
As at 13 May 2013, being the latest practicable date prior to the publication of the Circular, options (including for these purposes the conversion rights attaching to the CULS) had been granted over 2,136,028 Ordinary Shares ("Option Shares") representing approximately 25.4% of the Company's issued share capital at that date. If the authority for market purchases set out in Resolution 7 were exercised in full, the Option Shares would represent 29.9% of the Company's issued share capital as at 13 May 2013.
7. Action to be taken
You will find enclosed a Form of Proxy to use at the Annual General Meeting.
Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the relevant Form of Proxy in accordance with the instructions printed on it and return it as soon as possible and in any case so as to be received by the Company's registrars, IOMA Fund and Investment Management Limited, no later than 10.00 a.m. on 16 June 2013. The completion and return of a Form of Proxy will not prevent you attending the Annual General Meeting and voting in person if you wish to do so.
8. Board recommendation
The Board believes that the Resolutions are in the best interests of the Company and its shareholders as a whole and accordingly unanimously recommends Shareholders to vote in favour of the Resolutions.
If you are in any doubt about the contents of the Circular or the action you should take, you should seek your own independent financial or legal advice immediately.
Contact:
Jonathan ClagueChairman, Alpha UK Multi Property Trust Plc+44 (0) 1624 681250Tom PissarroFund Manager, Alpha Real Capital LLP +44 (0) 20 7268 0300
For more information on the Company please visit www.alphaukmultipropertytrust.com.
For more information on the Company's Investment Manager please visit www.alpharealcapital.com.
Related Shares:
IMPT.L