Proposed Creation of Sigma Sh
TR Property Investment Trust PLC
21 June 2007
The following amendment has been made to RNS 7405Y released at 17:18 on 20 July
2007. Descriptions in the expected timetable have been amended to correct a
typographical error.
This announcement and the information contained herein is not for publication,
distribution or release in, or into, directly or indirectly, the United States,
Canada, Australia or Japan.
TR Property Investment Trust plc (the 'Company')
Proposed creation of Sigma Shares
20 June 2007
On 24 April 2007 the Board announced that it was investigating the creation of a
new class of Share concentrated on investment in smaller capitalised quoted
property companies throughout Europe. These investigations have now been
completed.
Investment in the Company has offered a good proxy for the European real estate
securities market. Over the five years to 31 March 2007 the Net Asset Value of
the Company has grown from £342 million to £933 million and the NAV per Ordinary
Share has risen from 78.1p to 290.8p. Over the same period the net dividend has
risen from 1.65p to 4.10p per Ordinary Share. The Company's Shares are actively
traded and offer good liquidity relative to other investment trusts.
The Company has been an investor in medium sized and smaller quoted property
companies over the last decade. However the size of the Company following its
recent period of growth means that individual investments in property companies
with smaller market capitalisations have a relatively modest influence on the
overall performance of the entire portfolio. Of the current securities
portfolio, roughly 74 per cent. is invested in companies with a market
capitalisation exceeding £1 billion and the remaining 26 per cent. is invested
in companies with a market capitalisation below this figure.
The Board and the Manager consider that, given the size of the total assets of
the Company, and the illiquid and low yielding nature of smaller real estate
company equities, it is inappropriate to increase significantly the exposure of
the existing portfolio to smaller real estate companies. They believe that such
a move could reduce the liquidity of the Company's portfolio and reduce the
Company's revenue and therefore its dividend paying capacity.
However, the Board and the Manager believe that some Shareholders and other
investors may be attracted to a new investment pool focused entirely on real
estate companies with small market capitalisation and which will take advantage
of the expertise of the Manager in this area. Accordingly, the Board has today
announced the proposed creation of Sigma Shares, a new class of Shares dedicated
to investment in predominantly Pan-European property companies with market
capitalisations of less than £1 billion.
Shareholders (other than Overseas Persons) may elect to convert a basic
entitlement of 20 per cent. of their existing Ordinary Shares into the new Sigma
Shares and certain investors will be offered the opportunity to subscribe for
new Sigma Shares under a placing. Shareholders may elect to convert more than 20
per cent. of their existing Ordinary Shares into new Sigma Shares. However such
elections will only be satisfied to the extent that other Shareholders have
elected to convert less than 20 per cent. of their existing Ordinary Shares or
the Placing is not subscribed in full.
The election to convert existing Ordinary Shares to new Sigma Shares is entirely
optional. If a Shareholder does not elect to convert any Ordinary Shares then he
or she will be, in all material respects, in the same position as if the
Transaction had not been implemented.
In order to proceed with the creation of the Sigma Shares, it will be necessary
for Shareholders to pass the Resolutions to be proposed at the Extraordinary
General Meeting to be held on 24 July 2007 at 12:15 p.m. immediately following
the AGM. The Board believes the creation of the new Sigma Shares is beneficial
to the Company as a whole.
Creation of the Sigma Shares
Following implementation of the Transaction, the Company will have two classes
of shares in issue: (existing) Ordinary Shares and (new) Sigma Shares. Each
share class will be separately listed on the Official List and traded on the
London Stock Exchange and each will have rights over a discrete pool of
investments, the ''Ordinary Pool'' and the ''Sigma Pool'' respectively. This
will give Shareholders a choice of investment style in the property securities
sector through the Company. Both share classes will have the same benchmark
(FTSE EPRA/NAREIT Europe Index in Sterling) but are likely to have different
characteristics.
Holders of existing Ordinary Shares will maintain materially the same investment
exposure as if the Transaction had not been implemented (which includes, and is
expected to continue to include, an exposure of approximately 26 per cent. to
smaller European property companies). The Ordinary Pool will continue to hold
direct property investments. The investment objective, investment policy,
benchmark, management fee arrangements, dividend policy and Board composition
for the Ordinary Shares will remain the same. The Manager will continue to
manage the Ordinary Pool in accordance with the existing Management Agreement
which will be amended to reflect the creation of Sigma Shares.
The Ordinary Shares will continue to offer investors a good proxy for the
European real estate securities market and a progressive dividend policy. There
can however be no certainty that the dividend per Ordinary Share will be greater
in respect of any financial period than in respect of the corresponding
preceding period.
The Sigma Pool will consist predominantly of Pan-European property companies
with a market capitalisation of less than £1 billion. This will be a specialist
investment in a small part of the property securities sector. The Sigma Pool
will not include any direct property investments. Although the new Sigma Shares
will have characteristics which the Directors believe will be attractive to
investors, it will not be an appropriate investment for all existing holders of
Ordinary Shares. In particular, the NAV per Sigma Share is likely to be subject
to greater volatility than the NAV per Ordinary Share and the Sigma Shares are
expected to pay a lower dividend (if any) than that payable on the Ordinary
Shares due to the nature of the underlying investment portfolio.
Benefits of the creation of the Sigma Shares
Although investment in the new Sigma Shares will not be appropriate for all
existing holders of Ordinary Shares, the Board believes that the creation of the
Sigma Shares will have benefits for existing holders of Ordinary Shares, as well
as investors in Sigma Shares:
• As a result of the creation of the Sigma Shares the Manager
will be recruiting additional resources with specialist knowledge in the smaller
companies sector. It is expected that the increased focus on small
capitalisation property stocks will create new investment opportunities that
will be enjoyed by holders of Ordinary Shares and holders of the new Sigma
Shares.
• Conversion of some of the existing Ordinary Shares into Sigma
Shares may reduce the current size of the Ordinary Pool which will offer
increased flexibility for investment of the Ordinary Pool.
• The Transaction gives Shareholders increased choice:
Shareholders have an option to increase their exposure to a portfolio of smaller
quoted property companies throughout Europe, if they wish to, by electing to
convert some, or potentially all, of their Ordinary Shares into Sigma Shares.
Shareholders may retain their existing position in all material respects by not
electing to convert any of their Ordinary Shares and will not bear any of the
costs of the Transaction. Such Shareholders will retain their existing exposure
to a portfolio of international listed property securities and directly owned UK
real estate without any amendment to the existing investment objective,
investment policy, management fee and gearing strategy (i.e. as if the
Transaction had not been implemented).
• UK resident Shareholders converting Ordinary Shares to new
Sigma Shares can do so (under current law) in a tax efficient manner without
triggering a disposal for UK capital gains tax purposes; and no stamp duty or
stamp duty reserve tax will be payable on Conversion
• Shareholders converting Ordinary Shares into Sigma Shares
will do so at the underlying Net Asset Value of the Ordinary Pool less
Conversion costs of 1.75 per cent. of the net assets attributable to the
Ordinary Shares elected for Conversion. This may provide Shareholders with a
one-off opportunity to make an investment reallocation decision without
crystallising any difference between the price per Ordinary Share and the NAV
per Ordinary Share if such difference exists at the time of Conversion.
Conversion
Holders of Ordinary Shares (other than Overseas Persons) will have a basic
entitlement to convert 20 per cent. of their holding of existing Ordinary Shares
as at 6 p.m. on 20 July 2007 (the record date) into Sigma Shares on the basis
that Shareholders will receive two new Sigma Shares of 12.5 pence each for every
one Ordinary Share converted. Conversion calculation will be based on the Net
Asset Value of the Ordinary Pool as at the Calculation Date less the costs of
Conversion. The costs of Conversion are equal to 1.75 per cent. of the net asset
value attributable to the Ordinary Shares elected for Conversion. Therefore the
total net asset value attributable to the two new Sigma Shares received for each
converting Ordinary Share will be equal to the NAV per Ordinary Share as at the
Calculation Date less an amount equal to 1.75 per cent. of the net asset value
per Ordinary Share elected for Conversion. Shareholders will also be able to
elect to convert additional Ordinary Shares in excess of the basic entitlement
but such elections will only be satisfied on a pro rata basis to the extent that
other Shareholders have elected to convert less than 20 per cent. of their
Ordinary Shares or if the Placing is not subscribed in full.
The Board recognises that some Shareholders will not wish to have an exposure to
a specialist investment in a portfolio of smaller market capitalisation property
stocks and has therefore sought to minimise the impact of the Transaction on
those Shareholders who wish to remain exclusively in the Ordinary Share class.
The option to convert is a ''one off'' event. It is not the Directors' intention
to offer any future opportunities to convert Ordinary Shares into Sigma Shares
or vice versa.
Sigma Shares
Investment objective
To maximise Shareholders' total returns by investing predominantly in shares of
property companies with a market capitalisation of less than £1 billion, on an
international basis. Sigma Shares will have rights over the capital and revenue
generated by the Sigma Pool.
Investment policy
The investment selection process will seek to identify well-managed smaller
property companies, especially those with a focus on a particular type of real
estate business. Generally, the Manager regards future growth and capital
appreciation more highly than immediate initial yield or discount to asset
value. The focus will be on companies with property assets located within the
Pan-European geographical area, although investments are permitted on a global
basis. The Sigma Pool will not include direct property investments. The Sigma
Pool may invest in unlisted companies and pre-IPO opportunities although the
Manager does not expect this to comprise a significant proportion of the Sigma
Pool.
Benchmark Index
The benchmark index will be the FTSE EPRA/NAREIT Europe Index expressed in
Sterling. This index, which is calculated by FTSE, is free float based and as at
1 May 2007 had 101 constituent companies.
Size of the Sigma Share class
The Manager has identified 591 real estate stocks in Greater Europe including
Russia, the CIS States, Turkey and Israel (which the Manager refers to as ''
Eurovision Europe'') with individual
market capitalisations of less than £1 billion. The Manager considers this to be
the current quoted ''small cap'' investment universe for the Sigma Pool. As at 1
May 2007, the total market capitalisation of these stocks was £97 billion.
In order to be selective in this marketplace where holdings can be very thinly
traded and illiquid, and to ensure that the impact of the performance of small
investment holdings is not excessively diluted, the Manager will limit the Net
Asset Value of the Sigma Pool to a maximum of £250 million at launch.
Borrowing restrictions
The Company's ability to borrow funds is limited to an amount equal to 40 per
cent. of the Net Asset Value of the Company, in accordance with the terms of the
Company's borrowing facility. The Board's current intention is that overall
gearing in respect of the Sigma Pool will be less than
15 per cent. over the short term, consistent with the Company's existing policy.
Portfolio
The initial Sigma Pool will represent a pro rata share of listed equities in the
Company at the time of Conversion plus cash raised in the Placing and will
exclude direct property investments. Assuming the Net Asset Value of the Sigma
Pool is £250 million at launch and existing Shareholders elect to convert their
full basic entitlement, the allocation of the initial Sigma Pool
(based on 15 June 2007 valuations) will be approximately:
UK quoted property companies 41.2%
European quoted property companies 29.5%
Cash 29.3%
100.0%
As approximately 74 per cent. of the initial equity holdings will be in
companies with market capitalisations of more than £1 billion, the Sigma Pool
will be repositioned over time. It is currently expected that, subject to market
conditions, the Sigma Pool will be substantially invested in companies in
accordance with its investment objective within three months of the date of
Conversion. The cash element of the initial Sigma Pool raised through the
Placing will, subject to market conditions, be substantially invested within six
weeks of the date of Conversion.
Dividend policy
The Sigma Shares are expected to have a lower dividend yield than the Ordinary
Shares. In addition, the dividend yield of the Sigma Shares may have an
increased volatility because the underlying investments in the Sigma Pool will
be focused on companies with smaller market capitalisations which are likely to
comprise development companies and less mature companies with lower or no
dividend yields.
Currency
The base currency of the Sigma Shares will be sterling; however the Sigma Pool
will hold some investments in currencies other than sterling, predominantly
Euros. The Sigma Shares will be exposed to the movements in these currencies
although they may be hedged into sterling from time to time at the Manager's
discretion. The benchmark reflects un-hedged exposure to these currencies.
Management
The Sigma Pool will be managed by Thames River Capital LLP using predominantly
the same team that has managed the Company for over 10 years. Chris Turner, will
continue to act as lead manager on the Ordinary Pool and will take an active
role in the management of the Sigma Pool; however the lead Fund Manager for the
Sigma Pool will be Marcus Phayre-Mudge. Marcus is currently Deputy Fund Manager
of the Company.
Management fee and performance fee
The Company has entered into the Management Agreement with the Manager under
which the Manager is responsible for managing the assets of the Company on a
discretionary basis, subject to the overall supervision of the Directors. The
Management Agreement has been amended, with effect from completion of the
Transaction, to reflect the creation of the Sigma Shares, apportion the
management fee and performance fee for the current period between the Ordinary
Pool and the Sigma Pool and to make various consequential changes but will
remain unchanged in commercial terms. The Management Agreement will govern the
Manager's role as manager to the Ordinary Pool. The Company has also entered
into, subject to completion of the Transaction, a new Sigma Management Agreement
in relation to the Sigma Pool which will become effective from Admission. The
terms of this agreement are based on the Management Agreement in respect of the
Ordinary Pool with the following principal differences:
• the Manager will be entitled to a base management fee of 1.10 per
cent. per annum based on the Net Asset Value of the Sigma Pool, payable
quarterly in advance;
• a performance fee will become payable each year if the total return on
Adjusted net assets attributable to holders of Sigma Shares has out-performed
the total return of the Company's benchmark plus 2 per cent. (the ''hurdle
rate''). Any out-performance (expressed as a percentage) is the ''percentage
out-performance''. Any fee payable is the amount equivalent to the Adjusted net
assets attributable to holders of Sigma Shares at 31 March each year, multiplied
by the percentage out-performance, multiplied by 20 per cent.; and
• the performance fee payable in any year will be capped at 5 per cent.
of the Adjusted net assets attributable to holders of Sigma Shares. However, if
performance in excess of the hurdle has been achieved but the Adjusted net
assets attributable to holders of Sigma Shares are lower at the end of the
period than at the beginning, then the performance fee is capped at 1 per cent.
of the Adjusted net assets attributable to holders of Sigma Shares.
Like the arrangements in respect of the Ordinary Pool, the Sigma Management
Agreement includes a mechanism for carrying forward any performance in excess of
the cap and any underperformance in any period to subsequent periods.
Placing
As at 15 June 2007 (the latest practicable date prior to the publication of this
document), the total net asset value attributable to the Sigma Shares arising
under the Conversion (calculated on the basis that each Shareholder will take up
the basic entitlement), would have been approximately £170 million. Certain
investors will be invited to subscribe for Sigma Shares under the Placing to
raise additional funds so as to increase the Net Asset Value of the Sigma Pool
to up to £250 million. On this basis, the Placing would raise net proceeds of up
to £80 million.
As a result of the Placing, the Sigma Pool may initially contain up to £80
million of cash. It is anticipated that, subject to market conditions, the cash
will be substantially invested within six weeks following completion of the
Transaction in accordance with the investment objectives and policies applicable
to the Sigma Shares.
New Sigma Shares will be issued under the Placing at the pro forma NAV per Sigma
Share as at the Calculation Date, plus 1.75 per cent. attributable to the costs
of the Placing. The Sigma Shares issued under the Placing will not be made
generally available or marketed to the public in the UK.
If the Net Asset Value of the Sigma Pool immediately following the Conversion
(assuming full satisfaction of the basic entitlement) and Placing, would
otherwise exceed £250 million, then commitments under the Placing will be scaled
back and the basis of allocation will be agreed by Winterflood Securities and
Cenkos Securities and the Company, such that the Net Asset Value of
the Sigma Pool equals £250 million.
Conditions
The creation of Sigma Shares is conditional on (i) approval by holders of
Ordinary Shares of the first Resolution to be proposed at the EGM; (ii)
sufficient elections under the Conversion and commitments under the Placing
being received such that, on Admission, the Net Asset Value of the Sigma Pool
would be in excess of £75 million; and (iii) Admission. The Board may, with the
agreement of the Placing Agents, waive condition (ii) in whole or part.
Expected Timetable
2007
Latest time for receipt of Conversion Forms 3 p.m. on 20 July
Record date for the purposes of Conversions and Company's register 6 p.m. on 20 July
of members closes
Calculation Date Close of business on 20 July
Latest time for receipt of forms of proxy 12.15 p.m. on 22 July
Extraordinary General Meeting 12.15 p.m. on 24 July
Announcement of results of EGM and details of the Net Asset Value 24 July
of the Ordinary Pool on the Calculation Date
Dealings commence in Sigma Shares 8 a.m. on 25 July
Sigma Shares in uncertificated form credited to CREST accounts 8 a.m. on 25 July
Certificates despatched in respect of Sigma Shares in certificated Week commencing 30 July
form
Terms used in this announcement shall, unless the context otherwise requires,
bear the meaning given to them in the Circular and Prospectus issued by TR
Property Investment Trust plc both dated 20 June 2007.
Copies of the Circular, Prospectus and Report and Accounts for the year ended 31
March 2007 have been submitted to the UK Listing Authority and will shortly be
available for inspection at the UK Listing Authority's Document Viewing Facility
which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel. no. 020 7066 1000
This announcement and the information contained herein is not for publication,
distribution or release in, or into, directly or indirectly, the United States,
Canada, Australia or Japan and does not constitute, or form part of, an offer of
securities for sale in or into the United States, Canada, Australia or Japan.
The Sigma Shares referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the 'Securities
Act') and may not be offered or sold in the United States or to the account or
benefit of US Persons (as defined in Regulation S of the U.S. Securities Act).
The Sigma Shares are being offered and sold outside the United States in
reliance on Regulation S of the U.S. Securities Act. The Company will not be
registered under the U.S. Investment Company Act of 1940, as amended, and
investors will not be entitled to the benefits of that Act.
This announcement does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy, nor shall there be any sale of, any securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful or
would impose any unfulfilled registration, publication or approval requirements
on the Company, Winterflood Securities Limited or Cenkos Securities plc.
The contents of this announcement include statements that are, or may be deemed
to be 'forward looking statements'. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms '
believes', 'estimates', 'anticipates', 'expects', 'intends', 'may', 'will' or '
should'. They include the statements regarding the target aggregate dividend.
By their nature, forward looking statements involve risks and uncertainties and
readers are cautioned that any such forward-looking statements are not
guarantees of future performance. The Company's actual results and performance
may differ materially from the impression created by the forward-looking
statements. The Company undertake no obligation to publicly update or revise
forward-looking statements, except as may be required by applicable law and
regulation (including the Listing Rules). No statement in this announcement is
intended to be a profit forecast.
Enquiries
Chris Turner/Jo Elliott 020 7360 1332/1334
Thames River Capital LLP
David Benda/Jane Lewis 020 3100 0291/ 0295
Winterflood Investment Trusts
Will Rogers/ Charlie Ricketts 020 7397 1920
Cenkos Securities plc
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