REG-AXA Property Trust: Investment Policy Change

Worsley InvestorsAnnouncement

03/04/2019 07:05

AXA Property Trust Limited
(a closed-ended investment company incorporated with limited liability under
the laws of Guernsey with registered number 43007)
LEI Number: 213800AF85VEZMDMF931
(The “Company”)

INVESTMENT POLICY CHANGE

3 APRIL 2019

Introduction and background

Following consultation with Shareholders, the Board of AXA Property Trust
Limited (the "Company", together with its subsidiaries the “Group”) is
pleased to propose that the Company become an investor in undervalued British
listed securities and appoint Worsley Associates LLP ("Worsley") as its new
investment advisor.

The Board believes that, if implemented, the new investment policy will
provide an attractive alternative to the Company's current policy of
winding-down its portfolio and distributing the realisation proceeds to
Shareholders.

On 26 April 2013, the Company adopted the investment objective of realising
all the Group’s remaining real estate assets by the end of December 2015 in
a manner which achieved a balance between maximising the value from the
Company’s investments and making timely returns of capital to Shareholders.
Since then, all except one of the properties then owned has successfully been
disposed of and returns made to Shareholders of £49.3 million, equivalent to
over 87 per cent. of the Company's net assets when the managed wind-down of
the Company's portfolio commenced.

The managed wind-down having been very substantially completed, the Board
considers that the value inherent in the Company’s structure is best
maximised through its continued operation. In addition, it believes that a
materially better outcome could be achieved in respect of the last remaining
real estate asset, a multiplex cinema in Curno, Italy (the "Curno Asset") were
the Company to discontinue its current policy of winding-down its portfolio.

The Board is therefore proposing that the Company adopt a new investment
policy of active investment in undervalued British securities, and believes
that Worsley's experience in this area will provide the opportunity to create
superior long-term value for Shareholders.

Worsley Investment Strategy

Worsley's investment strategy allies the taking of influential holdings in
smaller British listed companies selling at a deep discount to their intrinsic
value (as determined by a comprehensive and robust research process) with the
employment of activism as necessary to drive highly favourable outcomes.

Worsley is regulated by the FCA and is authorised to provide investment
management and advisory services. Worsley’s principal, Blake Nixon, is a
veteran of more than 30 activist campaigns, and has a demonstrated record of
producing substantial returns through both listed permanent capital vehicles
and unlisted open-ended structures using the strategy.

Curno Asset

Were the Company to retain its exiting strategy of a managed wind-down it
would be likely to continue to be regarded as a forced seller of the Curno
Asset. By removing the necessity to liquidate the Company’s assets in a
short time frame, the Board believes that it ought to be possible to extract a
better valuation for the Curno Asset than its current carrying value. The
Group plans to retain the Curno Asset until a disposal can be effected at a
price which the Board believes properly reflects its prospects.

Adoption of the Proposals

Subject to Shareholder approval, it is proposed that:

(i)   the New Investment Objective and Policy be adopted; and

(ii)  the Company's name be changed from "AXA Property Trust Limited" to
"Worsley Investors Limited"

together the “Proposals”.

The Board believes that the Proposals present an attractive alternative to the
existing realisation strategy, in particular because the Board considers that
the Proposals will:

·      improve prospects for long-term growth in the net asset value of
the Company through the implementation of the new investment policy using
Worsley's skills and expertise;

·      allow the Group to optimise the disposal of the existing Curno
Asset over time; and

·      avoid the Company incurring costs in connection with the
winding-up of its legal structure.

The Proposals will be subject to the approval of Shareholders at an
Extraordinary General Meeting. The Board has received indications of support
for the change of investment policy from Shareholders representing some 45% of
the Company’s issued share capital. Further details regarding each of the
Proposals, and a Notice of the Extraordinary General Meeting (null) at which
the Resolutions to approve the Proposals will be considered, will be set out
in a Circular, which it is expected will be posted to Shareholders before the
end of April.

Enquiries:
Blake Nixon

Director

Tel:       02038732288

Northern Trust International Fund Administration Services (Guernsey) Limited
The Company Secretary
Trafalgar Court, Les Banques
St Peter Port
Guernsey
GY1 3QLTel:        

01481 745001

IMPORTANT NOTICES

This announcement appears as a matter of record only and does not constitute
an offer to issue or sell, or a solicitation of an offer to purchase,
subscribe for or otherwise acquire, any securities in any jurisdiction. The
information contained in this announcement is given at the date of its
publication and is subject to updating, revision and amendment. The contents
of this announcement have not been approved by any competent regulatory or
supervisory authority.

All investments are subject to risk. Past performance is no guarantee of
future returns. The value of investments may fluctuate. Results achieved in
the past are no guarantee of future results. This document is not intended to
constitute legal, tax or accounting advice or investment recommendations.

Statements contained in this document that are not historical facts are
"forward-looking statements" which are based on current expectations,
estimates, projections, opinions and beliefs of the Company and its investment
manager, AXA Investment Managers UK Limited ("AXAIM"). Such forward-looking
statements involve known and unknown risks, uncertainties and other factors,
and undue reliance should not be placed thereon. Forward-looking statements
can be identified in some cases by the use of forward-looking terminology,
including terms such as "intends", "intention", "will", "continue", "believe",
"view" or, in each case, variations or comparable terminology. Forward-looking
statements are not guarantees of future events or performance. By their
nature, forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may not occur in
the future and may be beyond the Company's ability to control or predict.
Examples of such circumstances include required regulatory or stock exchange
approvals. Actual events or results or the actual performance of the Company
may differ materially from those reflected or contemplated in such
forward-looking statements.

The distribution of this announcement in certain jurisdictions may be
restricted by law and persons into whose possession this announcement comes
should inform themselves about, and observe, any such restrictions.

The Company has not been and will not be registered under the US Investment
Company Act of 1940, as amended (the "Investment Company Act"). The Company's
shares have not been and will not be registered under the US Securities Act of
1933 (the "Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered, sold, pledged
or otherwise transferred, directly or indirectly, into or within the United
States, or to or for the benefit of "U.S. persons" as defined in Regulation S
under the Securities Act, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States and in a manner which would not
require the Company to register under the Investment Company Act.

This announcement has been prepared by the Company. No liability whatsoever
(whether in negligence or otherwise) arising directly or indirectly from the
use of this announcement is accepted and no representation, warranty or
undertaking, express or implied, is or will be made by the Company, AXAIM,
Worsley or any of their respective directors, officers, employees, advisers,
representatives or other agents ("Agents") for any information or any of the
opinions contained herein or for any errors, omissions or misstatements. None
of AXAIM, Worsley nor any of their respective Agents makes or has been
authorised to make any representation or warranties (express or implied) in
relation to the Company or as to the truth, accuracy or completeness of this
announcement, or any other written or oral statement provided. In particular,
no representation or warranty is given as to the achievement or reasonableness
of, and no reliance should be placed on any projections, targets, estimates or
forecasts contained in this announcement and nothing in this announcement is
or should be relied on as a promise or representation as to the future.



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