Proposals for Reconstruction of the Trust

French Property Trust PLC 14 December 1999 RECOMMENDED PROPOSALS ANNOUNCED FOR THE RECONSTRUCTION OF FRENCH PROPERTY TRUST PLC ('FRENCH PROPERTY TRUST' OR 'FPT') Summary * Since the launch of the SBF Finance (Real Estate) Index (FPT's benchmark) in January 1991, FPT's net asset value ('NAV') return has outperformed the capital return on that index by approximately 80%. * Despite FPT's good relative performance, and in common with many other investment trusts, FPT's shares have been trading at a wide discount to their underlying NAV. FPT's board and Ivory & Sime Asset Management Limited ('ISAM'), FPT's investment manager, have therefore adopted a pro-active approach to enhancing shareholder value. * Accordingly, FPT's board and ISAM, in conjunction with Intelli Corporate Finance Limited (FPT's financial advisers), have developed proposals under which FPT will be wound up voluntarily, with shareholders' investments in FPT being rolled-over, in a tax-efficient manner, into The European Asset Value Fund ('EAVF'). * EAVF is a Luxembourg open-ended investment company that is also managed by ISAM. Although EAVF's investment policy does not have a country or industrial sector basis, EAVF's portfolio will, in future, concentrate on property companies, property-related companies and investment holding companies, with a bias towards France. * FPT's directors believe that the proposals have significant attractions for shareholders. In particular:- - FPT's directors believe that the implementation of the Proposals will result in a significant increase in the market value of shareholders' investments without crystallising any potential liability to UK taxation of capital gains; and - ISAM expects that the consolidation that is now taking place in the property and property-related sectors in France, which is creating larger and more marketable companies, will extend to other European countries and that FPT's shareholders, by investing in EAVF with its wider investment remit, will be able to take advantage of this broader range of investment opportunities, as well as opportunities in the investment holding company sector. * For illustrative purposes only, it is estimated that, if the Proposals had been implemented on 8 December 1999, the value which FPT shareholders would have received would be equivalent to an uplift of 23.1 per cent. in the market value of their FPT shares at that date. * FPT shareholders representing 70.8% of FPT's issued share capital have undertaken to vote in favour of the resolutions to be proposed at extraordinary general meetings of FPT convened for 7 and 17 January 2000 which are necessary to enable the Proposals to be implemented. Commenting on the proposals, William Fossick, a director of French Property Trust, said:- 'We are pleased to have the overwhelming support of shareholders for our proposals. The Board and managers of French Property Trust were concerned at the poor rating of the Company's shares and recognised that action was required to enhance shareholder value. These proposals result in a significant uplift in shareholder value whilst providing continued exposure to an attractive area.' Enquiries:- French Property Trust William Fossick 0207 853 6931 Ivory & Sime Asset John Walton/ 0207 853 6931 Management Mark Townsend Intelli Corporate Finance Gordon Neilly 0207 653 6300 Square Mile James Melville-Ross 0207 601 1000 RECOMMENDED PROPOSALS ANNOUNCED FOR THE RECONSTRUCTION OF FRENCH PROPERTY TRUST PLC Introduction The board of directors of French Property Trust announces that it is proposing a scheme of reconstruction of FPT. Under the Proposals, FPT will be wound up voluntarily, with Shareholders' investments in FPT being rolled over, in a tax-efficient manner, into European Asset Value Fund. EAVF is a Luxembourg open-ended investment company that is managed by Ivory & Sime Asset Management Limited, FPT's investment manager. The Proposals require the approval of Shareholders at two extraordinary general meetings of FPT which are being convened for 7 and 17 January 2000. Shareholders representing 70.8 per cent. of the issued Ordinary Shares have undertaken to vote in favour of the resolutions to be proposed at those meetings. Background to the Proposals French Property Trust was launched on 13 April 1990 with the objective of achieving long-term capital growth by investing mainly in quoted French property companies. Its investment policy was broadened in 1993 to allow limited investment in other continental European property companies. From 1 January 1991, when the SBF Finance (Real Estate) Index (FPT's current benchmark index) was established, to 30 November 1999, the Company's NAV return significantly outperformed the corresponding capital return of the SBF Finance (Real Estate) Index (measured in sterling), as shown by the table below:- French Property Trust v SBF Finance (Real Estate) Index (£) Return to 30.11.99 Since Since 1 Year 3 Years 5 Years 01.01.90 13.04.90 (1) French Property Trust 8.1% 71.4% 61.8% 80.3% 43.2% - NAV SBF Finance (Real Estate) Index - 2.9% 29.2% 12.0% 1.9% - Capital Return (2) Notes:- 1. Calculated after the deduction of costs of launch of FPT. 2. Currency adjusted. Sources: ISAM and Datastream. Despite the Company's good relative performance, and in common with many other investment trusts, the FPT Shares have been trading at a wide discount to their underlying NAV, as shown in the table below:- FPT Share Price Discount to Underlying Net Asset Value Year to 08.12.99 At 08.12.99 Widest Average Narrowest 20.9% 27.3% 21.0% 13.8% Source: Datastream. In view of the continuing level of the FPT Share price discount, the Board and ISAM have adopted a pro-active approach to enhancing Shareholder value and have been in discussions with Intelli Corporate Finance Limited, FPT's financial advisers, in order to decide on the best approach to achieving such enhancement. As a result, the Board and ISAM, in conjunction with Intelli Corporate Finance Limited, have developed the Proposals. The Proposals The Proposals provide for the Company to be put into members' voluntary liquidation and for the transfer to EAVF of FPT's assets (after setting aside cash and other assets in the Liquidation Fund). In consideration for such transfer, Shareholders will receive EAVF Shares with an aggregate NAV equal to 99 per cent. of the NAV (calculated after deducting the Liquidation Fund and the aggregate amount of the intended second interim dividend of 4.5p per FPT Share referred to below) of their Ordinary Shares. The cash and other assets to be set aside in the Liquidation Fund will be such amount as FPT's liquidators consider sufficient to provide for all FPT's outstanding liabilities (including the costs of the Proposals), together with a provision of £100,000 for contingencies over and above those liabilities. In addition, the Directors estimate that FPT is entitled to refunds of French and UK tax of, in aggregate, approximately £670,000 (based on the rate of exchange as at the close of business on 8 December 1999 of FF10.4071:£1) which, to the extent that they are not received by FPT prior to the Proposals being implemented, will form part of the Liquidation Fund. For illustrative purposes only, it is estimated that, if the Proposals had been implemented on 8 December 1999, the value of FPT's assets transferred to EAVF would have been approximately £32.1 million. On that basis, a holder of one Ordinary Share would have received EAVF Shares with an aggregate NAV of 127.2p, equivalent to 99 per cent. of the value of FPT's assets (on a per Ordinary Share basis) transferred to EAVF. Subject to no unforeseen circumstances occurring, the Directors expect FPT's liquidators to make capital distributions, in cash, out of the Liquidation Fund to Shareholders shortly after receipt of the UK and French tax refunds. If no contingencies arise and no tax refunds are received prior to the Proposals being implemented, the Directors expect that the total amount of such distributions will be approximately £770,000 or 3.1p per FPT Share. For illustrative purposes only, it is estimated that, if the Proposals had been implemented on 8 December 1999, a Shareholder would have received, in respect of each FPT Share:- * EAVF Shares with an aggregate NAV of 127.2p; * a second interim dividend of 4.5p; and * in due course capital distributions of not less than, in aggregate, 3.1p; together representing 97.3 per cent. of FPT's Current NAV per share and a premium of 23.1 per cent. to the mid-market price of a FPT Share as at the close of business on 8 December 1999 of 109.5p. As part of the Proposals, ISAM has agreed to waive its right to compensation for the early termination of its management agreement with FPT (in the absence of such waiver, ISAM would have been entitled, on implementation of the Proposals, to compensation equal to 1.25 per cent. of FPT's NAV). Benefits of the Proposals The Board believes that the Proposals should have significant attractions for Shareholders. In particular:- * as the EAVF Shares may be redeemed at their NAV (subject to the redemption charge referred to under the heading 'European Asset Value Fund' below), the implementation of the Proposals will result in a significant increase in the market value of a Shareholder's investment; and * ISAM expects that the consolidation that is now taking place in the property and property-related sectors in France, which is creating larger and more marketable companies, will extend to other European countries and that Shareholders, by investing in EAVF with its wider investment remit, will be able to take advantage of this broader range of investment opportunities, as well as those in the investment holding company sector. In addition, the Proposals have been structured in a tax-efficient manner so as to avoid crystallising any potential liability to UK taxation of capital gains. Furthermore, the Directors believe that the Proposals are cost-effective for Shareholders, with the costs of the Proposals to be borne by FPT being approximately 1.8 per cent. of FPT's Current NAV. This low level of costs has been achieved principally as a result of ISAM waiving its right to compensation for the early termination of its management agreement with FPT and the compatibility of FPT's portfolio with EAVF's future investment remit, thereby avoiding portfolio reorganisation costs. European Asset Value Fund European Asset Value Fund is an open-ended investment company that was incorporated in Luxembourg in August 1994. The objective of EAVF, which is managed by ISAM, is long-term capital growth from investment in undervalued asset situations. As at the close of business on 8 December 1999, EAVF had net assets of US$35.8 million, equivalent to £22.0 million (based on the rate of exchange as at the close of business on 8 December 1999 of US$1.6258:£1). EAVF measures its investment performance against the HSBC Smaller Europe (inc. UK) Index (measured in US dollars). Since its launch on 31 August 1994, EAVF's NAV return has significantly outperformed the corresponding capital return of its benchmark index, as shown in the table below:- EAVF v HSBC Smaller Europe (inc. UK) Index Return to 30.11.99 Since 1 Year 3 Years 5 Years 31.08.94 EAVF - NAV 15.9% 71.4% 124.1% 114.9% HSBC Smaller Europe (inc. UK) Index - Capital 14.9% 37.8% 69.0% 61.2% Return (1) French Second Marche Index - Capital Return (1)(2) -0.7% 9.4% 37.1% 26.1% Notes:- 1. Currency adjusted. 2. Whilst EAVF does not use the French Second Marche Index as a benchmark, it has been included in view of the large proportion of EAVF's portfolio which is invested in French companies (32.2 per cent. as at 8 December 1999). Sources: ISAM and Datastream. Although EAVF's investment policy does not have a country or industrial sector basis, it is intended that EAVF's portfolio will, in future, concentrate on property companies, property-related companies and investment holding companies, with a bias towards France. The EAVF Shares are issued and redeemed on a weekly basis through EAVF's paying agent at prices, denominated in US dollars, based on their underlying NAV. The redemption of EAVF Shares is normally subject to the delivery of a redemption request to EAVF at least 21 days prior to the weekly valuation date as at which redemption is to occur. A redemption charge may be levied of no more than 1.5 per cent. of the redemption NAV of EAVF Shares redeemed within 18 months of their issue. Redemption charges will be retained by EAVF for the benefit of its remaining shareholders. ISAM is entitled to a basic investment management fee of 1.0 per cent. per annum of EAVF's NAV. In addition, from 1 April 2000 ISAM may be entitled to receive a performance-related investment management fee of up to a further 1.5 per cent. per annum of EAVF's NAV. The performance- related fee will only be payable in the event of the NAV return of an EAVF Share consistently outperforming the capital return of the HSBC Smaller Europe (inc. UK) Index (measured in US dollars), both in the short term and, in due course, over the longer term. Investment Outlook European Economic Conditions Whilst economic growth in Europe is forecast to have slowed in 1999, economic growth in Europe and, in particular, a number of the western European countries is forecast to accelerate again in 2000, as shown in the table below: Percentage Change in Real GDP from Previous Period 1998 Projection Projection 1999 2000 European Union 2.8% 1.9% 2.4% Euro Area 2.9% 2.1% 2.6% Germany 2.8% 1.7% 2.1% France 3.2% 2.3% 2.6% Italy 1.4% 1.4% 2.2% UK 2.1% 0.7% 1.6% Source: OECD. ISAM anticipates that growth in money supply, in conjunction with historically low nominal interest rates, is contributing towards economic growth and increased European consumer and corporate confidence. European Property and Property-related Sectors ISAM believes that continental European property and property-related companies are now benefiting from a reduction in the over-supply of space built in the late 1980s and early 1990s and an increase in the demand for prime modern property, which together are causing rents and capital values to rise. In addition, ISAM believes that property and property-related companies are beginning to look beyond their own borders for opportunities elsewhere in Europe where value can be created and synergies exist. The French property and property-related sectors have seen considerable corporate activity over the last three years, with companies owning property assets consolidating, selling or swapping them for shares in quoted companies. This consolidation is creating larger and more marketable companies. ISAM expects the process of consolidation through rationalisation and restructuring to extend to the property and property-related sectors in a number of other European countries. ISAM anticipates that these developments in the European property and property-related sectors should give rise to further opportunities for achieving good investment returns from companies in those sectors. European Investment Holding Companies There are a number of investment holding companies in Europe, particularly in France, with market capitalisations that stand at significant discounts to the estimated value of their underlying investments. ISAM expects many of these companies to come under pressure to enhance shareholder value, mainly through restructuring or rationalising their assets. Second Interim Dividend The Directors intend to pay a second interim dividend of 4.5p per FPT Share, amounting, in aggregate, to substantially all of the distributable income of the Company for the period from 1 January 1999 (after taking into account the interim dividend of 0.5p per FPT Share paid on 10 September 1999) and the Company's revenue reserves. The second interim dividend will be paid on the date on which the Proposals are implemented to Shareholders on the register at the close of business on Monday, 10 January 2000. Extraordinary General Meetings The Proposals require the approval of Shareholders at two extraordinary general meetings of FPT. The first extraordinary general meeting will be held at noon on Friday, 7 January 2000. Special resolutions will be proposed at that meeting to amend FPT's articles of association for the purposes of the Proposals and to approve the Proposals. The second extraordinary general meeting will be held at 11.00 a.m. on Monday, 17 January 2000. A special resolution will be proposed at that meeting to wind-up the Company. Shareholders representing 70.8 per cent. of FPT's issued share capital have undertaken to vote in favour of the resolutions to be proposed at the extraordinary general meetings referred to above. Expected Timetable Circular containing full details of Proposals despatched to Shareholders 14 December 1999 First extraordinary general meeting of FPT noon on Friday, 7 January 2000 Time as at which respective NAVs of FPT and EAVF are calculated for purposes of Proposals 5.00 p.m. on Wednesday, 12 January 2000 Second extraordinary general meeting of FPT 11.00 a.m. on Monday, 17 January 2000 Payment date for FPT's second interim Monday, 17 January 2000 dividend Effective date for implementation of Monday, 17 January 2000 Proposals EAVF Shares issued to Shareholders under Monday, 17 January 2000 Proposals Dealings in FPT Shares suspended Tuesday, 18 January 2000 Enquiries:- French Property Trust William Fossick 0207 853 6931 Ivory & Sime Asset John Walton/ 0207 853 6931 Management Mark Townsend Intelli Corporate Finance Gordon Neilly 0207 653 6300 Square Mile James Melville-Ross 0207 601 1000 14 December 1999 Definitions The following definitions apply throughout this announcement unless the context otherwise requires:- 'Board' or 'Directors' the directors of the Company 'Company', 'French Property Trust' French Property Trust PLC or 'FPT' 'EAVF Shares' shares of no par value in the capital of EAVF 'European Asset Value Fund' or The European Asset Value Fund 'EAVF' 'FPT's Current NAV' the NAV of FPT as at the close of business on 8 December 1999, being £34.6 million 'ISAM' Ivory & Sime Asset Management Limited 'Liquidation Fund' the fund to be retained by the FPT's liquidators to meet its liabilities, including the costs of the Proposals 'NAV' net asset value 'Ordinary Shares' or 'FPT Shares' fully paid ordinary shares of 25p each in the capital of FPT 'Proposals' the proposals for the reconstruction and winding-up of French Property Trust described in this announcement 'SBF Finance (Real Estate) Index' Societe des Bourses Francaises Finance (Real Estate) Index 'Shareholders' holders of Ordinary Shares
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