11 November 2019
Macau Property Opportunities Fund Limited
Notice of Annual General Meeting and Reduction in Operating Costs
Macau Property Opportunities Fund Limited (the "Company") today announces that the Notice of Annual General Meeting ("AGM") has been posted to shareholders. The AGM will take place on 29 November 2019 at 10.30 a.m.
An electronic copy of the AGM and Chairman's Letter is available at the Company's website at https://mpofund.com/investors/publications/shareholder-documents/.
In addition to the ordinary business being proposed at the at the AGM, a resolution will be put to shareholders to continue the life of the Company (the "Continuation Resolution") in accordance with the obligation set out in the circular dated 8 June 2018.
The Board recommends that shareholders vote in favour of the Continuation Resolution in order to allow the opportunity to dispose of the remaining Company assets in an orderly way. It is likely that returns from sales of properties would be materially lower if the Company was forced to sell as a result of discontinuation, and a continuation would allow time for the existing comprehensive marketing and sales initiatives already in place to deliver an orderly divestment of the remaining portfolio. It is therefore commercially sensible for the Company to continue. Should the Continuation Resolution be approved it is envisaged that the next resolution for continuation would be held in November 2020.
In the Chairman's Statement in the annual financial statements published on 7 October 2019, it was stated that the Board was seeking to reduce the Company's operating expenses and that it was in advanced discussions with Sniper Capital Limited (the "Investment Manager") and Estera International Fund Managers (Guernsey) Limited (the "Administrator") regarding their fee levels.
The Board today announces that it has reached agreement with the Investment Manager to restructure the investment management fees, a summary of which is set out below.
Management Fee
The current on-going management fee shall be reduced from 2 per cent. to 1 per cent. of the adjusted NAV for the calendar year 2020 and shall reduce to zero for the calendar year 2021.
Realisation Fee
A realisation fee shall be payable on deals originated and secured by the Manager in 2020 which shall be linked to the sales price achieved as follows: where the sale price of the asset is 90 per cent. or more of the of the value of the relevant asset as at 30 September 2019 (the "Carrying Value") a fee of 2.5 per cent. of net proceeds (net of debt, costs and taxes) ("Net Proceeds") shall be payable; where the sale price of an asset is more than 80 per cent. but less than 90 per cent. of the Carrying Value of the relevant asset, a realisation fee of 1.5 per cent. of Net Proceeds shall be payable; and where the sale price of an asset is less than 80 per cent. of the Carrying Value, no realisation fee shall be payable.
For the calendar year 2021, a realisation fee of 1.5 per cent. shall be payable on sales of assets above 80 per cent. of the Carrying Values and, as set out above, zero management fee shall be payable.
Extra Incentive Fee
Additionally, in the event that divestments of all of the assets are secured by the Manager (either in one transaction or multiple transactions) prior to 31 December 2020, an extra incentive fee equal to 1 per cent. of the Net Proceeds of the assets shall be payable (the "Extra Incentive Fee"), subject to the aggregate sale price of those assets exceeding 80 per cent. of the Carrying Values of the relevant assets in aggregate. The time period for securing the realisation of all assets in order for the Manager to qualify for the Extra Incentive Fee may be extended for a further six months period subject to the satisfaction of certain conditions.
The Extra Incentive Fee is designed to reinforce the focus on achieving the sales of all of the assets in 2020.
(the above changes, the "Proposals".)
The revised fee structure, which is subject to the Continuation Resolution being passed, will formally take effect from 1 January 2020 and will be more specifically documented prior to such time. The Board places continued importance on achieving sales of the assets in 2020 in line with the stated investment objective and restructuring the Manager's fees so as to place more focus on delivering realisations in 2020. The challenges impacting the current high-end residential market in Macau set out more fully in the Company's Annual Report remain.
In addition, with effect from 1 January 2021, termination of the Company's agreement with the Investment Manager may be effected by the Company or the Manager on 6 months written notice by either party (reduced from the current notice period of 12 months).
The Investment Manager is deemed to be a related party of the Company and as such the Proposals constitute a smaller related party transaction and accordingly are subject to the modified requirements for such transactions as set out in Listing Rule 11.1.10 R. The Company has obtained written confirmation from a Sponsor in accordance with the requirements of LR 11.1.10 (2)(b) that the terms of the Proposals are fair and reasonable as far as the shareholders are concerned.
In addition, the Company has also agreed with the Administrator that the basis of calculation of the Administrator's fee will be amended such that this should result in a further substantive cost saving for the Company. The change will also take effect from 1 January 2020 and will similarly be documented before the end of 2019.
The Board reiterates its determination to restrain the Company's operating costs whilst ensuring the Investment Manager is appropriately incentivised and focused and on the timely divestment of the Company's remaining assets.
Notes
This announcement contains inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014.
About Macau Property Opportunities Fund
Premium listed on the London Stock Exchange, Macau Property Opportunities Fund Limited is a closed-end investment company registered in Guernsey and is the only quoted property fund dedicated to investing in Macau, the world's largest gaming market and the only city in China where gaming is legalised.
Launched in 2006, the Company targets strategic property investment and development opportunities in Macau. Its current portfolio comprises prime residential property assets.
The Company is managed by Sniper Capital Limited, an Asia based property investment manager with an established track record in fund management and investment advisory.
Stock Code
London Stock Exchange: MPO
LEI
213800NOAO11OWIMLR72
For further information:
Investor Relations
Sniper Capital Limited
Tel: +65 6222 1440
[email protected]
www.snipercapital.com
Corporate Broker
Liberum Capital
Gillian Martin / Owen Matthews
Tel: +44 20 3100 2000
Company Secretary & Administrator
Estera International Fund Managers (Guernsey) Limited
Kevin Smith
Tel: +44 14 8174 2742
