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Moves in October by Centuria to remove the Directors of Propertylink will be considered at a meeting of investors on the 13th November.
Securityholders are currently being asked by Centuria to replace all current Directors other than Managing Director (Mr Stuart Dawes), and elect six replacement Directors nominated by Centuria.
Propertylink are of the view that replacing six out of seven of the current Directors could potentially disrupt implementation of the Proposal entered into with ESR. Propertlink Directors naturally have detailed knowledge of Propertylink’s assets, investment management business, financing arrangements, ownership structure, lenders and stakeholder relationships which are crucial to consideration and, if applicable, implementation of the Proposal. The current Directors have also participated in engagement with ESR and have extensively considered the Proposal.
ESR who hold 19.9% of the securities in the trust have indicated they intend to vote against all of the resolutions proposed by Centuria, who now also hold a 19.5% stake in the Trust.
Clearly Centuria are seeking to leverage their position in an attempt to extract a better offer from ESR for Propertylink and to protect their own business from a future takeover by ESR who currently also hold a 14.9% stake in Centuria.
Propertylink are progressing consideration of the ESR proposal as per the Process Deed. ESR are completing the necessary due diligence and the negotiation of a Bid Implementation Agreement whilst Propertylink have commissioned independent valuations for 100% of Propertylink’s wholly owned industrial portfolio and Propertylink’s co-investment positions.
If the resolution to replace the Board is defeated, it is also likely that, in the absence of an alternative offer, the current Board will move to accept the ESR proposal, assuming that it stacks up against the valuations.
Assuming Centuria have support of sufficient investors to pass the resolutions to change the Board, it may also be an indication that they also have support to defeat the current ESR proposal, either leading to a revised proposal from ESR or leaving control of Propertylink with Centuria.