Summit Properties Limited Amendment to Portfolio Management Agreement (1321U)
21 11월 2019 - 4:02PM
UK Regulatory
TIDMSMTP
RNS Number : 1321U
Summit Properties Limited
21 November 2019
Summit Properties Limited
("Summit" or the "Company")
Amendment to Portfolio Management Agreement
21 November 2019
Summit Properties Limited, the German commercial property
investment company, announces that the terms of the Portfolio
Management Agreement ("PMA") between the Company, other members of
the Summit Group and Summit Management Company S.A. ("SMC") have
been amended pursuant to an amendment agreement (the "PMA
Amendment").
PMA Amendment
The PMA Amendment, which has been approved by the Board on the
recommendation of the Company's Remuneration Committee, implements
one principal amendment to the fee payable to SMC, which is
described below. The other terms of the PMA remain unchanged.
The primary purpose of the PMA Amendment is to further
incentivise SMC to deliver exceptional returns on enhancing
portfolio value, including portfolio management, development and
sales of properties held by the Company and its subsidiaries
(together, the "Summit Group").
As described in the Company's announcement on 10 March 2017, an
entitlement for SMC to receive a "Special Bonus" is included in the
PMA. Prior to the PMA Amendment, this entitlement only related to a
period commencing on 1 January 2017 and ending on the date falling
three years thereafter (i.e. 1 January 2020) where there was a
qualifying sale or series of sales of any properties of the Summit
Group. A qualifying sale or series of sales was one, which alone or
in aggregate, resulted in the proceeds received by the Summit
Group, (net of any costs and expenses incurred in connection with
the relevant sale(s)) and less the value (as stated in the Group's
valuation as at 30 June 2016) of the properties sold, being greater
than EUR50 million (the whole of such amount being the "Qualifying
Amount"). The Special Bonus is an amount equal to five per cent. of
the Qualifying Amount and is subject to a total aggregate cap of
EUR10 million over the three year term. A provision of EUR6.7
million in relation to the Special Bonus was made in the Company's
interim accounts for the period ended 30 June 2019, which will be
payable in early 2020 subject to completion of the disposal of a
property, as announced on 19 June 2019.
The PMA Amendment updates the existing Special Bonus
arrangements by: (i) including a new entitlement period for a
further three years from 1 January 2020; (ii) for the Qualifying
Amount calculation in this period, setting the benchmark for the
valuation of the properties sold as the value stated in the Group's
valuation as at 30 June 2019 (instead of 30 June 2016) ; and (iii)
expressly applying the entitlement to a Special Bonus in the case
of a qualifying partial sale (as well as a qualifying sale or
series of sales).
Related party transaction
For the purposes of AIM Rule 13, SMC is an "associate" of a
director, Zohar Levy, as he owns 100% of SMC, and entry into the
PMA Amendment by the Summit Group and SMC constitutes a related
party transaction.
The independent directors of the Company (being the directors,
with the exception of Zohar Levy), having consulted with the
Company's nominated adviser, Liberum Capital Limited, consider that
the terms of the PMA Amendment are fair and reasonable insofar as
the Company's shareholders are concerned.
For further information please contact:
Summit Germany Limited Tel: +44 (0) 1481 700 300
Zohar Levy - Managing Director
Itay Barlev (Braun) - Finance Director
Non-Executive Chairman Tel: +44 (0) 20 7451 7050
Harry Hyman
Carey Group, Company Secretary Tel: +44 (0) 1481 700 300
Chris Le Page / Nikolett Mezei
Liberum Capital Limited, Nominated Adviser and Joint Broker Tel: +44 (0) 20 3100 2222
Chris Clarke / Gillian Martin / Owen Matthews
Cenkos Securities, Joint Broker Tel: +44 (0) 20 7397 8900
Mark Connelly
Russell Kerr / Selwyn Jones (Broking)
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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November 21, 2019 02:02 ET (07:02 GMT)
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