30 Jun 2011 07:00
STRATEGIC UPDATE
Proposed change of investment objectives and
prospective appointment of new manager
30 June 2011
The Board of Invista European Real Estate Trust SICAF ("the Company") announced on 18 March 2011 that it had given notice to its current manager, with effect from 18 September 2012 (the "Notice Period"), and that it was reviewing how the Company's assets could best be managed in the future. The Board is now able to update shareholders on a proposed new strategy for the Company and the prospective appointment of a new manager.
Proposed new strategy
The Board has consulted with shareholders and considered proposals from a wide range of prospective new managers. It has concluded with the assistance of its advisers that, in the light of the substantial discount to NAV at which the shares of the Company currently trade, a structured realisation strategy would be in the best interest of shareholders.
Subject to the approval by shareholders of the proposed revised investment objectives, all existing properties will be sold as expeditiously as is consistent with the protection of value, with an initial focus on those properties already optimised for sale and those in markets where the Company has few assets, so as to reduce property management costs.
The sales proceeds will be applied in the first instance to the repayment of debt and thereafter returned to shareholders within a targeted timescale of approximately three years from the date of this announcement. New property will not be acquired unless such an acquisition is deemed by the Board, in consultation with the manager, to be essential to protect or enhance the realisable value of an existing asset. Where there is an opportunity to accelerate the realisation of optimal value for shareholders, a corporate transaction, such as the merger or sale of the Company, will be considered.
Appointment of new manager
The Board has decided to appoint Internos Real Investors LLP ("Internos") to execute the proposed new strategy. Heads of terms for an investment management agreement ("IMA") with Internos have been signed, under which Internos would take over the management of the Company and its assets with effect from a date no later than the end of the Notice Period.
The appointment of Internos is subject to (i) the agreement of a definitive IMA, (ii) the final termination of the Company's existing IMA with Invista Real Estate Investment Management Limited ("IREIM"), (iii) the approval of the Company's principal lender, (iv) the approval of Internos as the Company's promoter by the Luxembourg regulator, the Commission de Surveillance du Secteur Financier and (v) the Company's shareholders passing resolutions at a General Meeting (a) adopting the new investment objectives outlined above and (b) approving changes to the maximum exposure to any single property or tenant, in order to facilitate the disposal programme.
Under the heads of terms, the Company has agreed, subject to final contract, to pay Internos a management fee of 1.25% per annum on the net asset value attributable to the Company's ordinary shareholders, subject to a minimum of €1.0 million per annum. Assuming an unchanged level of NAV, this would be approximately €1.6 million per annum lower than the management fee payable under the existing IMA with IREIM, representing a reduction of 47%.
In addition, the Company will pay Internos a realisation fee equal to 12.5% of the amount by which cash returned to ordinary shareholders exceeds €82.8 million (being the average market capitalisation in the 30 days preceding this announcement converted at the £/€ exchange rate at the close of business on 29 June 2011), compounded at 10% per annum.
In the period between signing the IMA and assuming responsibility for the day to day management of the Company, Internos will conduct a full strategic and operational review of all aspects of the Company's property portfolio, banking facilities and administrative arrangements (with a view to achieving additional cost reductions for the Company), for which it will be paid a fee of €75,000 per month.
Shareholder circular
A circular will be sent to shareholders in due course, along with notice of a General Meeting to approve, inter alia, the proposed change in investment objectives.
All enquiries to:
J. P. Morgan Cazenove (joint broker)
William Simmonds +44 20 7588 2828
Liberum Capital (joint broker)
Chris Bowman +44 20 3100 2000
Hudson Sandler (public relations)
Michael Sandler +44 20 7796 4133
Notes to editors:
Invista European Real Estate Trust SICAF ("IERET")
IERET is a closed ended investment company domiciled in Luxembourg, listed on the London Stock Exchange since December 2006. As at 31 March 2011, it owned 43 commercial properties, located mainly in France and Germany, valued at €509.5 million; since that date, two properties have been sold for aggregate consideration of €22.5 million. As at 31 March 2011, IERET's total borrowings were €347.5 million, with cash balances (excluding tenant deposits of €4.5 million and escrow items of €3.5 million) of €37.7 million, giving a net debt position of €309.8 million; at the same date, NAV attributable to ordinary shareholders (on an IFRS basis) was €144.7 million and there were €29.7 million of preference shares outstanding.
Internos Real Investors LLP ("Internos")
Internos is a real estate fund management specialist with a particular expertise in Continental Europe. Funds managed by Internos collectively own more than 250 commercial property investments, predominantly located in Germany, France, Spain and The Netherlands. Headquartered in Mayfair, London, Internos has three offices in continental Europe, a team of 70 people and significant experience of taking over portfolios and managing realisation strategies. Internos is an independent owner managed business.