VastNed Offices/Industrial N.V. ('VastNed Offices/Industrial') and VastNed Retail N.V. ('VastNed Retail') (jointly 'the Funds') announce that they have decided to end their existing joint cooperation for the management structure in principle as of January 1, 2012.
As a result of the termination of the cooperation both funds will have their own management team. With a view to the specific market conditions even more focus can be added in this way.
Explanation
Based on a collaboration agreement, originally concluded in 1996 and adjusted a number of times since then, the management of both funds is conducted jointly by VastNed Management B.V. ('VastNed Management'), a joint subsidiary of the funds.
The funds themselves do not have employees. The actual management is conducted by the board of management of VastNed Management, supported by a staff department which largely works exclusively for one of the funds and partly for both funds. VastNed Management's costs are divided between the funds based on a cost allocation agreement which also dates back to 1996.
In the past, this collaboration worked well for both funds, which also as a result have comparatively low management costs relative to the invested capital. However, the structure also revealed some bottlenecks. In 2006, the personal union that existed in the form of the identical composition of the supervisory boards of both funds, was ended. Consequently, each fund installed an independent supervisory board.
Rationale
As a result of these developments and also from a growing need from the market for a fully focused management, the supervisory boards and the board of management of VastNed Offices/Industrial and VastNed Retail have come to the conclusion that the interests of VastNed Retail and VastNed Offices/Industrial and their shareholders are now served best with a termination of the cooperation as per January 1, 2012, after which the funds will be continued as self-supporting investment companies with each an own management structure.
Key points of collaboration termination
The three involved VastNed companies have signed an agreement which provides for a termination of the collaboration as of January 1, 2012 or at such earlier time if a change of control, with respect to one of the funds would occur.
After terminating the collaboration, both funds will have their own two-tier board (board of management and supervisory board) and their own management organization. The future composition of the boards of the two funds will be determined as soon as possible.
The staff and activities of VastNed Management will be taken over by the funds as much as possible. The costs, budgeted at 5 million, will be borne by both funds in proportion to their share, being 2.3 million by VastNed Offices/Industrial and 2.7 million by VastNed Retail and charged to the financial year 2011.
Timing and process
The termination of the management collaboration between the funds will be put to the general meeting of shareholders of both funds for approval. We intend to place this item on the agenda of the annual general meetings of shareholders of the funds on May 4, 2011. Before this meeting a further clarification for the shareholders will be made available.
Over the coming period, we will work on detailing the winding-up plan for VastNed
Management. This process will take place in close consultation between the board of management and the supervisory boards of the funds. In this context, the supervisory boards have each appointed one delegated supervisory board member, being Mr W.M. Steenstra Toussaint on behalf of VastNed Offices/Industrial and Mr N.J. Westdijk on behalf of VastNed Retail.
Source: VastNed Offices/Industrial N.V.
