EUROPE - Prologis European Properties (PEPR) has postponed an extraordinary general meeting (EGM) following shareholder activism led by APG.
The Dutch pensions giant sent a letter earlier in the month to all fellow PEPR shareholders, requesting their help in pushing for changes to the listed property company's governance structure, so investors may be given the ability to replace the manager. (See earlier IPE Real Estate story: APG urges PEPR to improve governance)
PEPR has now called off the EGM scheduled for Wednesday, when shareholders would have been able to vote on proposals to convert from a fonds commun de placement (FCP) to a société d'investissement à capital fixe (SICAF), in turn allowing the company to raise new equity at a discount to net asset value.
"While the overwhelming majority of proxies received to date were in favour of the conversion, PEPR and its advisers have elected to postpone the EGM in order to better understand objections raised by a minority of unitholders through follow up discussions," PEPR said in a statement.
PEPR is seeking an injection of capital in the short-term and so is now exploring alternative means in light of the EGM cancellation.
These may include the offer of fully underwritten convertible preferred units to existing unitholders, with an offering size of approximately €200m, which could potentially be executed in multiple tranches.
PEPR said this option had become increasingly viable given improved market conditions, though the firm said it did not rule out the option of seeking conversion to a SICAF, and subsequently issuing common equity.
"PEPR will act swiftly, yet deliberately, to evaluate alternatives, meet with concerned unitholders and will then present the Board with alternative plans that will be most beneficial to our unitholders as a whole," said Peter Cassells, chief executive at PEPR.
In response to developments, Thijs Steger, an APG spokesman, said the asset manager was still assessing the details of PEPR's announcement but said "in principle, we are positive about [PEPR's] decision to postpone the EGM".
APG - which largely manages Dutch pension fund assets - was in favour of the conversion to SICAF, but has used the opportunity to make what it says are improvements to the current governance structure at PEPR.
