Matrix European Real Estate Inv Tst Change of Manager (6009L)
05 September 2012 - 5:45PM
UK Regulatory
TIDMMERE
RNS Number : 6009L
Matrix European Real Estate Inv Tst
05 September 2012
5 September 2012
Matrix European Real Estate Investment Trust Limited (the
"Company")
Appointment of new investment manager and early termination of
existing management arrangements
As announced on 15 June 2012, the Board entered into a Heads of
Agreement under which it would, subject to finalising the necessary
documentation and the receipt of any necessary approvals, appoint
Schroder Property Investment Management Limited ("Schroders") to
manage the Company's portfolio.
The Board is pleased to confirm the appointment of Schroders as
asset and investment manager to the Company with effect from 5
September 2012.
Crispian Collins, Chairman of the Company, commented:
"We welcome the opportunity to work with Schroders and believe
that their appointment is one which ultimately should realise best
value for our shareholders in a challenging environment for the
wider European commercial property sector."
Duncan Owen, Head of Property Funds at Schroders, commented:
"Schroders is looking forward to utilising our experience as
manager of listed real estate investment trusts in order to
maximise the returns for shareholders of the Company. Our Pan
European investment team have worked hard over the last three
months both with the Company and its current advisors, to prepare
for the handover. We are now ready to drive forward the strategy
set out by the Board."
Klockensteijn B.V. shall work alongside Schroders and continue
to provide consultancy services to the Company in order to
facilitate the sales programme.
Under the terms of the management agreement, the Company has
agreed to pay Schroders an aggregate base management fee monthly in
advance at a rate equal to one twelfth of EUR1 million per annum
for an initial 12 month period following their appointment,
reducing to EUR0.6 million for the second year, subject to a
minimum aggregate management fee of EUR1.6 million for the two year
period. In the event that Schroders continues to manage the
portfolio beyond the second anniversary of its appointment, a
management fee shall be payable monthly in advance at a rate equal
to one twelfth of 1% of the last published net asset value of the
Company (or another market rate as agreed between the Company and
Schroders).
In addition, the Company will pay Schroders a performance fee
based on sales of properties in the portfolio and shareholder
returns achieved. The performance fee will be calculated on the
following basis:
-- on the completion of each property disposal, a fee equal to
0.25% of the gross sales value achieved; and
-- a conditional fee equal to 0.40% of the gross sales value
achieved on completion of each property disposal prior to the
second anniversary of Schroders' appointment to be held in escrow
and released on the earlier of (a) the second anniversary of
Schroders' appointment, or (b) the final date upon which the
Company returns capital to its shareholders, or (c) the date upon
which the Company's shareholders receive consideration (whether
cash or equivalent consideration, including shares) in respect of a
take-over offer, amalgamation, merger proposal or analogous event
by a third party offeror (such date being the "Payment Date").
The payment of this conditional fee is conditional upon the
total shareholder returns (whether or not returned to shareholders
as cash or equivalent consideration (including shares)) being 160
pence per share (this being GBP57.53 million of capital) (combining
cash and remaining NAV) in the period from 25 October 2011 to the
Payment Date (the "Performance Hurdle"). The Performance Hurdle
will be increased at a rate of 5% per annum (compounded daily on a
straight line basis) from 25 October 2011 to the Payment Date.
As previously announced, the Company has been actively marketing
its property assets for sale and has agreed with Schroders that the
performance fees in respect of one of its assets will be reduced by
50% in the event of a sale, subject to certain conditions.
The appointment of Schroders shall continue in force until the
second anniversary of its appointment but may be extended by mutual
consent of the parties (and thereafter shall be subject to six
months' written notice by either party).
The existing management and advisory arrangements with Matrix
Property Fund Management LLP and Matrix Property Fund Management
(Guernsey) Limited were terminated with effect from close of
business on 5 September 2012, with a termination fee (including
management fees for the period from 1 July 2012 to 14 October 2012)
of GBP486,958 having been paid. Certain employees of Matrix
Property Fund Management who have been involved in the management
of the Company's assets have been employed by Schroders as part of
the transfer.
Further to the change of manager, the Company will shortly be
mailing a circular to shareholders in respect of convening an
Extraordinary General Meeting to approve the change of name of the
Company to European Real Estate Investment Trust Limited.
Enquiries:
Cenkos Securities plc
Will Rogers Phone: +44 (0) 20 7397 1920
Dion Di Miceli Phone: +44 (0) 20 7397 1921
Praxis Fund Services Limited
Shona Darling Phone: +44(0) 1481 755 528
Schroder Property Investment Management Ltd
Duncan Owen Phone: +44 (0) 20 7658 4954
This information is provided by RNS
The company news service from the London Stock Exchange
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