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29 Mar 2019 08:55
AXA Property Trust Ltd - Change of Directors and Service ProvidersAXA Property Trust Ltd - Change of Directors and Service Providers
PR Newswire
London, March 29
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) LimitedThe Company SecretaryTrafalgar Court, Les BanquesSt Peter PortGuernseyGY1 3QL
Tel: 01481 745001