Hibernia REIT plc (“Hibernia” or the “Company”) announces the proposed internalisation of its external management team through the acquisition of its investment manager (the “Investment Manager”), WK Nowlan REIT Management Limited.
The company is planning to acquire the investment manager for a combination of upfront payment and potential deferred payments, with the transaction to take effect from 1 April 2015 and the 16 team members moved onto direct contracts with the company.
Kevin Nowlan, the Chief Executive Officer, and Tom Edwards-Moss, the Chief Financial Officer to join the Board upon completion of the transaction: the Board will continue to have a majority of independent directors as recommended by the Corporate Governance Code.
Transaction will be subject to shareholder approval and subject to receiving approval from the relevant regulatory authorities.
The Company will announce its preliminary results for the year ended 31 March 2015 on 14 May.
Danny Kitchen, Chairman of Hibernia, said: “At the time of the IPO, we expressed the intention that at the expiry of the initial five year term of the Investment Management Agreement, subject to the EPRA NAV of the Company being not less than €650m, we would seek to internalise the management team for nil consideration.
“The rapid growth of the Company means this milestone has already been exceeded and after careful consideration the Independent Directors believe now is the appropriate time to internalise the management team. The proposed acquisition will, at no material additional cost to shareholders, secure the management team for the Company for the longer term, simplify the management structure and decision-making processes and eliminate any recruitment or retention challenges the Investment Manager may suffer as the end of the initial five year term approaches. In addition the Independent Directors believe an internalized management structure will widen the universe of potential investors in the Company and enhance transparency and management accountability.
“Shareholders will have the opportunity to vote on the proposals and I will be writing to them in due course with the full details of the proposed transaction and the Independent Directors’ recommendation.”