AIM Rule 26
This website is owned by Develica Deutschland Ltd. Please click on the underlined green links below for further information. This web site was last updated on 12 August 2010.
This page contains information on, or links to information on:-
Business and investing strategy
Responsibilities of the members of the board of directors
Committees of the board of directors and their responsibilities
Country of incorporation and main country of operation
Current constitutional documents
The number of AIM securities in issue
Most recent annual and interim reports
All notifications made in the past 12 months
Policy in relation to investor returns
Investment Manager Appointment Period and Termination
Description of business and investing strategy
Names of its directors and biographies
Responsibilities of the members of the board of directors
Committees of the board of directors and their responsibilities
The audit committee members are John Hallam (Chairman), Peter Le Cheminant and Quentin Spicer. The audit committee considers, discusses and agrees the Interim & Annual accounts.
The remuneration committee members are John Hallam and Peter le Cheminant. The remuneration committee sets Directors remuneration.
The Nominations and Management Committee members are John Hallam (Chairman) and Quentin Spicer.
Country of incorporation and main country of operation
Develica Deutschland Ltd is incorporated in Guernsey. The main country of operation is Guernsey. The rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
Current constitutional documents
Memorandum and Articles of Association
Other exchanges or trading platforms on which the AIM company has applied or agreed to have any of its securities (including its AIM securities) admitted or traded
Not applicable
The number of AIM securities in issue (noting any held as treasury shares) and, insofar as it is aware, the percentage of AIM securities that is not in public hands together with the identity and percentage holdings of its significant shareholders.
Develica Deutschland Ltd is a London Stock Exchange AIM listed company with 250 million shares in issue.
Restrictions on the transfer of its AIM securities
Not applicable
Most recent annual report published pursuant to rule 19 and all half-yearly, quarterly or similar reports published since the last annual report pursuant to rule 18
Develica Deutschland Ltd Annual Reports
Develica Deutschland Ltd Interim Reports
All notifications the AIM company has made in the past 12 months
AGM Notice 23 July 2010
AGM Proxy 23 July 2010
Most recent admission document
Circulars or similar publications sent to shareholders within the past 12 months
Not applicable
Details of its nominated adviser and other key advisers
Contact details of nominated adviser
Investing Policy
Investment Policy Approach
The Company's objective is to provide shareholders with an attractive level of income together with the prospect of long-term capital growth. The Company seeks to achieve its objective by assembling and maintaining investments in a diverse portfolio of German commercial property assets.
Predominantly Western Germany, with a primary focus on office, industrial / logistics and retail.
Except in special circumstances residential property will not be acquired / held.
The current target portfolio composition by property type is office circa 50 per cent, retail circa 25 per cent and industrial/logistics circa 25 per cent.
Sites for development and vacant buildings for redevelopment/refurbishment may be purchased for development/ redevelopment/refurbishment only in exceptional circumstances and provided that the aggregate exposure to speculative development risk does not exceed 7.5 per cent of gross funds invested at any one time and that any construction risk is taken by a reputable 3rd party.
Assets held through separate special purpose vehicles ("SPVs"), which are intended to utilise gearing with a view to generating enhanced returns.
The Company will generally seek to acquire assets with the following characteristics:
- Good quality tenants with strong covenants
- Potential for rental growth through indexation
- Good level of maintenance requiring minimal refurbishment
- Good Location
- Secure income flow
Active Management
The investment manager, Develica Deutschland Management Limited (the "Investment Manager"), seeks to protect and enhance income returns and capital performance by way of active management of the assets. The strategy and focus is reviewed and refined on a continual basis utilising both ‘top down’ and ‘bottom up’ analysis to ensure that the opportunities created at the individual asset level fully support the strategic objectives of the Company.
Investment Restrictions
It is intended that no single asset will account for more than 20 per cent of gross asset value measured at the time of investment.
Gearing Policy
The assets are held through SPVs. The SPVs may use leverage for the acquisition of individual properties.
Realisation of Investments
The Company does not have a fixed life.
The Company aims to realise investments when the board of directors, with the advice of the Investment Manager, believes that the realisation would be in the best interests of the Company and fulfil the investment objectives.
Policy in relation to investor returns
On the Company's admission to AIM in 2006, it was the intention of the Company, once fully invested, to pay dividends semi-annually. The target dividend of an annualised 6 per cent on the placing price was purely illustrative and based on a number of assumptions which may or may not materialise. There can be no guarantee that the Company will generate the returns or that the dividend will be paid. The decision on dividend payments is made by the board of directors and announced in the annual report and accounts.
Market Updates
The Company issues NAV statements in its annual and interim accounts. In relation to interest rate swaps, the Company issues statements in both its annual and interim reports and on both its website and via the RNS on a quarterly basis.
Investment Manager
Investment Manager Appointment Period and Termination
Develica Deutschland Management Limited was appointed Investment Manager under an agreement with the Company dated 25 May 2006; the contract is operative until 31 May 2013 and is to continue thereafter for successive three year periods, unless terminated by not less than twelve months notice in writing expiring at the end of 31 May 2013 or any three year extension. The agreement may also be terminated by either party if the other has gone into liquidation or receivership or has committed a material breach of the agreement.
Investment Manager's Fee
The Investment Manager receives a fee of 0.395 per cent. per annum of the net asset value of the Company plus borrowings of the Group less uncommitted cash, payable by the Company quarterly in advance. There is also provision for a further performance fee to be paid calculated as 20 per cent of the excess of the net asset value per ordinary share (after adding back in dividends and other distributions and ignoring any accrued performance fee) as at the end of each third financial year of the Company or at such other time in circumstances where, in the reasonable opinion of the board of directors, a significant disposal of assets and return of capital or distribution of cash to shareholders has occurred over a benchmark multiplied by the time weighted average number of shares in issue. No performance fee has been paid to the Investment Manager to date.
Investment Manager's Expertise
The Investment Manager has a wide experience of commercial property investment and management in addition to managing the assets of the Company. The fund managers' biographies
Board Independence
The board of directors of the Company consists of five members, all of whom are non-executive. Derek Butler (Chairman), John Hallam, Quentin Spicer, Peter Le Cheminant and Grant Tromans.
Three directors are considered independent.
Grant Tromans is also a director of the Investment Manager and John Hallam is also a director of an Asia Pacific investment vehicle that is managed by the Develica management group.
None of the directors is affiliated with the Company's nominated adviser.
Board of directors biographies