Sirius Real Estate Limited
Total Page：16
File Type：pdf, Size：1020Kb
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from your stockbroker, participant, solicitor, accountant or other professional adviser authorised under either: (i) if you are resident in the United Kingdom, the Financial Services and Markets Act 2000; or (ii) if you are resident in South Africa, the Financial Markets Act, No.19 of 2012, as amended; or (iii) if you are not resident in the United Kingdom or South Africa, from another appropriately authorised independent financial adviser. If you have sold or otherwise transferred all your ordinary shares in Sirius Real Estate Limited, please forward this document, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. However, these documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred only part of your holding of ordinary shares, you should retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected. Sirius Real Estate Limited (Incorporated in Guernsey under the Companies (Guernsey) Law, 2008, as amended, with company registration number 46442) (the “Company”) Notice of General Meeting Notice of General Meeting and a letter from your Chairman on the business to be conducted at that meeting, which is to be held on 5 December 2018 at 10am (UK time) (12pm SAST) at 33 St James’ Square, London SW1Y 4JS. Whether or not you propose to attend the General Meeting, please return your proxy appointment to the Company’s registrars by no later than 10am (UK time) (12pm SAST) on 3 December 2018. Shareholders on the United Kingdom part of the register of members will not receive a Form of Proxy for the General Meeting in the post. Instead, you may appoint a proxy online at www.signalshares.com, or by requesting a paper proxy form by contacting Link Asset Services on 0871 664 0300 (calls cost 12 pence per minute plus your phone company’s access charge) or from overseas on +44 (0) 371 664 0300 (calls outside the United Kingdom will be charged at the applicable international rate) and returning it to Link Asset Services at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to be received as soon as possible but in any event by no later than 10am (UK Time) (12pm SAST) on 3 December 2018. Information on the appointment of proxies via the CREST electronic proxy appointment service is provided on page 4 of this document. 1 Sirius Real Estate Limited Notice of General Meeting Letter from the Chairman of the Company and Chairman of the Remuneration Committee Sirius Real Estate Limited (Incorporated in Guernsey under the Companies (Guernsey) Law, 2008, as amended, with registered number 46442) (the “Company”) Directors Registered office: Danny Kitchen (Chairman) PO Box 100 James Peggie (Senior Independent Director) Trafalgar Court, 2nd Floor Andrew Coombs (Executive Director, Chief Executive Officer) East Wing, Admiral Park Alistair Marks (Executive Director, Chief Financial Officer) St Peter Port Justin Atkinson (Non-executive Director) Guernsey GY1 3EL Wessel Hamman (Non-executive Director) Channel Islands Jill May (Non-executive Director) 12 November 2018 Dear shareholder, I am writing to inform you that a general meeting (the “Meeting”) of the Company will be held at 10am (UK time) (12pm SAST) on 5 December 2018 at 33 St James’ Square, London SW1Y 4JS. The formal Notice of the Meeting and resolutions to be proposed are set out on page 20. The purpose of this letter is to explain certain elements of the business to be considered at the Meeting. Resolution 1 will be proposed as an ordinary resolution, which means that to be passed, more than half (i.e. a simple majority) of the votes cast must be in favour of the resolution. Resolution 2 will be proposed as a special resolution. This means that for this resolution to be passed, at least three-quarters (i.e. 75%) of the votes cast must be in favour of the resolution. Further information relating to each of the resolutions to be proposed at the Meeting is set out below. Non-binding advisory vote on a revised remuneration policy (Resolution 1) Resolution 1 asks the holders of ordinary shares in the Company (“Shares”) to receive and approve a revised remuneration policy (the “New Policy”), a copy of which can be found at Appendix 1. Our current remuneration policy was adopted at the 2018 Annual General Meeting and the Remuneration Committee believes that that policy remains largely fit for purpose; the principal amendments in the revised New Policy are to include the 2018 LTIP (as defined below), information on which is set out below. In addition to the amendments to reflect the 2018 LTIP, the Remuneration Committee has also taken the opportunity to: » remove the ability to award a higher annual bonus on recruitment, which was included as a temporary measure until the 2018 LTIP was introduced and which has not been utilised; » extend the shareholding guidelines for the Chief Executive Officer (“CEO”) from 1,400,000 Shares to 300% of salary and for the Chief Financial Officer (“CFO”) from 950,000 Shares to 300% of salary – these increases ensure an appropriate and enhanced link to long-term stewardship; and » include a 200% of salary post-cessation shareholding requirement for at least twelve months following the date of cessation – given the Executive Directors’ current substantial shareholdings, we believe that the post-cessation shareholding requirement for twelve months following employment is more meaningful than a continuation of the 2018 LTIP’s two year holding period and a lower post-cessation shareholding requirement. This resolution is of an advisory nature only and failure to pass this resolution will therefore not have any legal consequences relating to existing remuneration agreements. However, the Board will take the outcome of the vote into consideration when considering the adoption of the New Policy. Long Term Incentive Plan (Resolution 2) This resolution seeks approval for a new Long Term Incentive Plan (the “2018 LTIP”). In our Directors’ remuneration report for the year ended 31 March 2018, we set out our intention to seek approval for the 2018 LTIP. We consulted with our largest shareholders during 2018 and were pleased with the strong support we received from the majority of the shareholders with whom we consulted. Taking into account feedback received from shareholders, we revised our original proposal to include an additional cap on the value of awards that may be granted and to include provision for a time-based reduction to vesting on change of control; more information is set out below. We are now seeking shareholder approval for the arrangements. The Company has been one of the fastest growing listed real estate companies over the last few years, which culminated in the admission of its Shares to the main markets of both the London Stock Exchange (“LSE”) and Johannesburg Stock Exchange (“JSE”) on 6 March 2017. Our previous long term incentive plan (the “2015 LTIP”) vested in full on 2 July 2018, and the 2018 LTIP is designed to ensure that the Company’s Executive Directors and other senior managers (together the “Senior Executive Team”) are appropriately incentivised. Sirius Real Estate Limited Notice of General Meeting 2 We believe the 2015 LTIP was very effective in motivating our Senior Executive Team to drive the Company’s growth and deliver returns for our shareholders. The 2015 LTIP vested in full on 2 July 2018 based on the delivery of total net asset return (“TNR”) and total shareholder return (“TSR”) over the three years to 31 March 2018. In March 2015 the market capitalisation of the Company was €265 million and by July 2018, when the 2015 LTIP vested, this had increased to €710 million, with a TSR of 24% per annum being delivered. Net of capital raises, the market capitalisation of the Company increased by €291 million, which is an increase of nearly 110% over three years. We believe that most of the TNR was delivered through the Senior Executive Team’s achievements in improving net operating income, as a result of major improvements in service charge recoverability, increased rent per square metre, delivering an extensive capex investment programme and growing other revenues such as car parking, storage and conferencing. At the same time the Company’s loan to value ratio (“LTV”) was reduced from 47% to below 40%. We announced on 28 June 2018 that Andrew Coombs, Alistair Marks and Rüdiger Swoboda had each voluntarily surrendered 4% of their awards for nil cost, to enable awards to be re-allocated to 75 employees who did not participate in the 2015 LTIP. As a result of this, and also a plan introduced for other managers in 2017, approximately half of the Company’s employees received share awards. We strongly believe that a significant proportion of the remuneration package of our Senior Executive Team should be geared towards long-term variable pay, based on the delivery of shareholder returns. In light of this, whilst the base salaries of Andrew Coombs and Alistair Marks were increased in March 2017 when the Company moved to the main market, they, and the maximum bonus opportunities, remain positioned at the lower end of the market compared to real estate companies of a similar size and complexity.