TIDMPSDL
RNS Number : 5643B
Phoenix Spree Deutschland Limited
05 June 2023
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION OR
SOLICITATION TO PURCHASE SHARES IN ANYJURISDICTION. THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION, TRANSMISSION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND,
SOUTH AFRICA OR ANYOTHER STATE OR JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF EU REGULATION 596/2014, WHICH
FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 ("MAR"). UPON PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE
PURPOSES OF MAR.
5 June 2023
Phoenix Spree Deutschland Limited
("PSD" or the "Company")
Annual General Meeting and Proposal to Change Fees Payable to
the Property Advisor
Phoenix Spree Deutschland Limited (LSE: PSDL.LN), the UK listed
investment company specialising in Berlin residential real estate,
announces the publication of the Notice of its 2023 Annual General
Meeting ("AGM").
The Company's AGM is being held at IFC 5, St Helier, JE1 1ST,
Jersey at 11:00 a.m. (BST) on 28 June 2023.
Separately, the Board of PSD has been discussing with QSix
Residential Limited, the Company's property advisor ("Property
Advisor"), the fees paid under the existing Property Advisor and
Investor Relations Agreement ("PAIR").
These discussions considered, inter alia, the appropriate level
of fees going forward and how to align the incentives of the
Property Advisor more closely with the Company's short-term
strategic priorities and the interests of its shareholders
("Shareholders").
The Board and the Property Advisor have now concluded these
discussions, and the Board has decided to put forward a proposal to
all Shareholders to change the fees payable to the Property Advisor
from 1 July 2023 for a 12-month period as described below (the
"Proposal"). A resolution to approve the Proposal is set out in the
circular (the "Circular" or "AGM Notice") published today to
convene the AGM, in addition to the ordinary course resolutions for
the AGM.
The Proposal does not require shareholder approval under the
Listing Rules, but the Board has decided that it should
nevertheless be put to Shareholders.
Robert Hingley, Chairman of the Company, commented:
"The Board is pleased to recommend the Proposal to Shareholders.
It should ensure closer alignment of the Property Advisor's
incentives with the Company's short-term strategic priorities and
in practice will likely result in a lower level of fees being paid
over the next 12 months than under the existing terms."
Background and Rationale
As disclosed in the Company's financial results for the year
ended 31 December 2022, the performance of the Company's core
rental business remains strong and its leverage remains at
conservative levels. Given its confidence in the long-term
potential of the Berlin residential property market and the quality
of the Company's assets, the Board shares the frustration of
Shareholders that PSD's share price remains at a material discount
to NTA. Under the Company's business model, generating sufficient
cash to pay dividends is substantially dependent on condominium
and/or other asset sales and, in recent times, these have been
difficult to implement at prices that the Board believes reflect
the long-term value of the properties. Accordingly, the Board took
the difficult decision to suspend dividend payments in order to
preserve the financial strength of the Company and to avoid
pressure to dispose of assets at prices which the Board considers
not to be in Shareholders' interests.
Nevertheless, the Company continues to market actively both
individual properties and portfolios for sale. Disposals at a
discount to current carrying value may be made, but only at levels
which the Board considers to be in Shareholders' interests. Plans
to bring additional condominium properties to market have also been
accelerated. Any surplus cash generated over amounts required to
reinvest in the Company's existing portfolio and reinstate
dividends on a sustainable basis will, so long as the material
discount to NTA persists, continue to be used principally to return
capital to Shareholders and not to acquire further properties. This
enhanced disposal activity will be the primary focus of the
Company's strategy for at least the next 12 months.
In order more closely to align the incentives of the Property
Advisor with the Company's short-term strategic priorities and the
interests of its Shareholders, the Board is proposing to change the
fees payable to the Property Advisor from 1 July 2023 for a
12-month period as described below.
Proposal Overview
The Board proposes to cap all ongoing fees to QSix - other than
a new disposal fee ("Disposal Fee") set out below and any asset and
estate management performance fee ("Performance Fee") for the
period - in aggregate at EUR5.0m (the "Ongoing Fee Cap") starting
from 1 July 2023 for a 12-month period. This compares to aggregate
asset management, capital expenditure monitoring and investor
relations fees of EUR7.4m for the year ended 31 December 2022. QSix
has agreed to waive any Performance Fee for the period, which in
any case would have been highly unlikely to accrue.
The EUR5.0m Ongoing Fee Cap will be renegotiated in the first
quarter of 2024 (and each subsequent year) to take effect from 1
July in each year. In the absence of a new ongoing fee cap being
agreed by next July, the EUR5.0m Ongoing Fee Cap under the Proposal
will revert to the terms of the existing PAIR. The Board will
consult Shareholders with regard to these future negotiations at
the appropriate time.
Simultaneously, in order to align the incentives of the Property
Advisor in the context of the Company's expected enhanced disposal
activity, the Board is also proposing to introduce a disposal fee
of 1% of the gross value of assets sold over the 12-month period
from 1 July 2023 in any form, including, but not limited to,
condominiums, single properties, portfolios or of all or any of the
entities that own the Company's properties. At least EUR235m of
disposals, representing 30% of last reported GAV [1] , would be
required over the next 12 months for aggregate fees payable to QSix
in the 12-month period from 1 July 2023 to equal those paid for the
year ended 31 December 2022. In addition, although this is not a
strategic option the Board is seeking or contemplating given the
current share price, if an offer was to be received for the shares
of the Company which became unconditional in the 12-month period
from 1 July 2023, a Disposal Fee would be payable to the Property
Advisor calculated on the following basis:
-- The gross value of assets sold for the purposes of the
Disposal Fee in this context would correspond to the offer
price-implied enterprise value of the Company (or a proportion
thereof based on the shareholding acquired).
-- Under the existing PAIR, an offer for PSD shares becoming
wholly unconditional entitles the Property Advisor to a
crystallisation fee equal to the performance fee that would be
payable as if the offer completion date was the end of a
performance period. QSix have agreed to waive this for the period
of 12 months starting on 1 July 2023.
-- Under the existing PAIR, the Property Advisor would also be
entitled to an additional fee ("Additional Fee") equal to the full
annual asset management fee based on last reported EPRA NTA,
effectively in lieu of 12 months' notice. It has now been agreed
that a EUR5.0m cap will apply to this fee, in line with the Ongoing
Fee Cap. The cap on the Additional Fee may be renegotiated in
subsequent years in line with the Ongoing Fee Cap, but, in the
absence of agreement to the contrary, the fee payable will revert
to the terms of the existing PAIR.
-- The Property Advisor would not be entitled to the Disposal
Fee if it (or any member of its group) formed part of any offeror
consortium and/or retained its role as Property Advisor following
an offer for PSD becoming wholly unconditional.
It is proposed to pay the Disposal Fee in all of the
circumstances identified above - so long as the Property Advisor
(or any member of its group) does not form part of any offeror
consortium and/or retain its role as Property Advisor following an
offer for the Company becoming wholly unconditional - to ensure
that the Property Advisor is indifferent to the method of disposal
and is simply incentivised only to achieve the highest price
possible for the assets of the Company.
In the context of ongoing disposals and potential returns of
capital to Shareholders, the Board would expect total fees payable
to the Property Advisor to decline over time. Disposal Fees may be
incorporated in fee arrangements for subsequent years if enhanced
disposal activity is expected to continue.
The Board is formalising the Proposal in the form of an amended
and restated property advisory and investor relations agreement,
which is conditional on Shareholder approval.
Related Party Transaction
The Proposal constitutes a related party transaction to which
the modified requirements for smaller related party transactions in
the Listing Rules apply. Under the smaller related party
transaction rules, there is no requirement for Shareholders to vote
on the Proposal. However, given the Proposal involves a change to
the structure of QSix's fees, the Company is giving Shareholders
the opportunity to approve the Proposal as an ordinary resolution
at the AGM. The Company has received an undertaking from QSix
Residential Limited that neither it nor any member of the QSix
Group nor their associates as defined in the Listing Rules
published by the Financial Conduct Authority will vote on the
resolution.
Lazard & Co., Limited ("Lazard") has provided written
confirmation to the Company pursuant to LR 11.1.10R(2)(b) in its
capacity as the Company's sponsor that the Proposal is fair and
reasonable as far as the Shareholders of the Company are concerned.
Lazard has given and has not withdrawn its written consent to the
inclusion in this document of the references to its name in the
form and context in which they are included.
If the relevant resolution is not passed, the Proposal will not
go ahead and the Company's existing fee arrangements will remain in
place.
Shareholder Circular and Annual General Meeting
As mentioned above, the Company's AGM is being held at IFC 5, St
Helier, JE1 1ST, Jersey at 11:00 a.m. (BST) on 28 June 2023.
The Circular (including the Proposal), together with the annual
report and financial statements for the year ended 31 December 2022
, has been posted to Shareholders, submitted to the National
Storage Mechanism and is available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The
documents can also be obtained from the Company Secretary or from
the Company's website at
https://www.phoenixspree.com/investors/annual-general-meeting/
Instead of attending in person, Shareholders are strongly
encouraged to exercise their votes by submitting their proxy
electronically or by post. To ensure their vote counts,
Shareholders should appoint the Chair of the AGM (and not another
named person) as their proxy. In order to be valid any proxy form
or other instrument appointing a proxy must be returned duly
completed to Link Market Services (Jersey) Limited by no later than
11:00 a.m. (BST) on 26 June 2023. Full details on registering a
proxy are available in the AGM Notice.
Shareholders with questions that they would have raised at the
meeting are kindly requested to submit these by email to the
Company Administrator at phoenix@apexgroup.com . Shareholders can
alternatively request a one-on-one conference call from Phoenix
Spree Investor Relations by e-mailing a request to the same
address. Please note that it is not possible to cast AGM votes by
e-mailing the Company Administrator.
Legal Entity identified: 213800OR6IIJPG98AG39
For Further Information, Please Contact:
Phoenix Spree Deutschland Limited +44 (0) 20 3937 8760
Stuart Young
Numis Securities Limited (Corporate Broker) +44 (0) 20 7260 1000
David Benda
Teneo (Financial PR) +44 (0) 20 7353 4200
Olivia Peters
Jo Blackshaw
Important Notice
Lazard, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively as
financial adviser to PSD and no one else in connection with the
Proposal and will not be responsible to anyone other than PSD for
providing the protections afforded to clients of Lazard nor for
providing advice in relation to the Proposal or any other matters
referred to in this announcement. Neither Lazard nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Lazard in connection with this announcement, any statement
contained herein or otherwise.
[1] Assuming that these assets are sold at their book value.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
NOAUUVWRONUNRAR
(END) Dow Jones Newswires
June 05, 2023 02:00 ET (06:00 GMT)
Phoenix Spree Deutschland (LSE:PSDL)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Phoenix Spree Deutschland (LSE:PSDL)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
