12 Jan 2010 12:47
Treveria plc
("Treveria", the "Group" or the "Company")
12 January 2010
UPDATE REGARDING RETURN OF SURPLUS CASH TO SHAREHOLDERS, BANKING COVENANTS AND MANAGEMENT APPOINTMENT
The Board of Treveria plc (AIM: TRV), the German retail focused real estate investment company, announces that it has approved an interim dividend of €0.04 per share and agreed new covenant arrangements with regard to one of its banking facilities and the resignation from the Board of Michael Neubuerger who has been appointed as Managing Director of Treveria Asset Management GmbH.
Dividend
The Board has approved an interim dividend of €0.04 per share as part of its strategy of returning surplus cash to shareholders. The Board has taken a prudent approach when assessing the appropriate level of dividend to be paid at this stage, since the Company is yet to resolve its position relating to a potential German Real Estate Transfer Tax liability. However it aims to be able to announce further cash distributions as the tax liability situation becomes clearer.
The interim dividend will be paid on 19 February 2010 to shareholders of record on 5 February 2010. The ex dividend date is 3 February 2010.
Management appointment and Directorate change
The Company also announces the appointment of Michael Neubuerger as Managing Director of the Company's subsidiary, Treveria Asset Management GmbH ("TAM GmbH"), with overall operational responsibility for the management of the Group's assets. His appointment is effective immediately and, as a result, he has resigned from his position as a non executive director of the Company.
The service contract entered into between TAM GmbH and Mr Neubuerger on 11 January 2010 is for a fixed term of 12 months and terminable on one month's notice by either party. Mr Neubuerger's annual remuneration will consist of a base fee comprising 2.4 million new shares in the Company which he will receive over the course of the year but will, except in the event of a change in control of the Company, be required to hold for three years from the date of the contract. In addition, he will be entitled to a performance bonus aligning his interest to that of shareholders and a termination fee if the contract is terminated by either party prior to the end of its fixed term or if he is not appointed non-executive chairman of the Company within two months of the end of the service contract. The Company has agreed to guarantee the payment of any performance fee or termination fee as described above by TAM GmbH.
The service contract and guarantee described above, which have been agreed by the Directors in order to align Michael Neubuerger with the Company's other shareholders, constitute a related party transaction under the AIM Rules. The Directors consider, having consulted with Numis Securities Limited, the Company's Nominated Adviser and Broker, for the purposes of the AIM Rules, that the terms of the transaction with Michael Neubuerger are fair and reasonable insofar as the Company's shareholders are concerned.
Financing update
Treveria has concluded its negotiations for the amendment of certain covenants (including suspension of certain financial covenants until April 2010) of the Treveria C loan facility agreement between Deutsche Bank, in its capacity as agent, and certain subsidiary companies of Treveria C as borrower, amongst others. Treveria agreed to replace the property manager and asset manager, and amend the scope of Treveria's asset management services for the subsidiary companies of Treveria C. As a result of these amendments, the aggregate asset management fee income of TAM budgeted for 2010 will be marginally reduced.
Commenting Christopher Lovell, chairman, said:
"The appointment of Michael Neubuerger as CEO of Treveria Asset Management and the other measures we are announcing today underline our commitment to the ongoing process of ensuring the company is best placed to deliver the long term value potential in its property portfolio for the benefit of all shareholders."
Enquiries:
| Treveria Asset Management Limited Damian Wisniewski / Chris Kingham / Philip Keane | +44 (0)20 7960 6525 |
| Numis Securities Limited (NOMAD to the Company) Nick Westlake / Hugh Jonathan | +44 (0)20 7260 1000 |
| Financial Dynamics Richard Sunderland / Laurence Jones | +44 (0)20 7831 3113 |