restructure announcement

There's an announcement out about PTN on the ASX, but it's not very meaty so I'm posting this instead. You can find the following on the Kidder Williams site at http://www.kidderwilliams.com.au/media/ptentity.pdf . I find it strange that it's dated 29th April, it's the first I've heard of it and it was announced to the ASX today?

29 April 2008
Kidder Williams acquires Prime Trust Responsible Entity
Benefits from focus on industry aggregation and lower fees

The Chairman of Australian Property Custodian Holdings Ltd (“APCH”), The Hon. Dr Michael Wooldridge, today announced a major restructuring of the ownership of APCH, the Responsible Entity (“RE”) of The Prime Retirement & Aged Care Property Trust (“Prime Trust”, ASX:PTN).

All APCH shares currently owned by interests associated with Mr Bill Lewski, the current Managing Director of APCH will be sold to Kidder Communities Pty Ltd a wholly owned subsidiary of Kidder Williams td, a Melbourne based investment and advisory group.

Mr Lewski will step aside as Managing Director but he will remain as a full‐time consultant to APCH. Mr Philip Powell, a Director of Kidder Williams, will join the APCH senior management team in the role of Managing Director, taking Mr Lewski’s place on the Board. He will be responsible for driving business development and acquisitions.

Mr David Williams, Managing Director of Kidder Williams said, “The current environment has highlighted a number of significant corporate opportunities for Prime Trust to become the country’slargest owner of Retirement Resorts. Prime Trust will be better able to take advantage of these opportunities with this change in the ownership and structure. It is our view these changes will make Prime Trust a more attractive merger partner or acquisition suitor. We believe unitholders want to see Prime Trust have a profile in the investment community that matches its size and quality o its assets.”

There will be some immediate enhancements to APCH’s structure and relationships which the Board believes will enhance Prime Trut’s ability to actively promote industry consolidation.

In addition to the ownership change, the restructure includes:

•
APCH has committed to appoint up to two independent directors to the APCH Board in order to achieve a majority of independent Drectors.

•
Quarterly distributions to Prime Trust Unit Holders to be retained.

•
Barring unforeseen circumstances, the Board has committed to put a proposal to staple APCH and Prime Trust to the unitholders by the end of June 2010.

•
The exclusive property sourcing arrangement with Mr Lewski’s property acquisition business will cease; however arrangements on existing projects in the pipeline will be honoured. On any future projects, the sourcing fee will be 2.5% compared with up to 5%
under the current arrangement.

•
On future asset acquisitions, the RE fee on gross assets and income on new assets acquired will be reduced by 25% in the first 12 months.

•
The Mr Lewski owned entity which holds aged care bed licences will provide an option for APCH to transfer these licenses.

Dr Wooldridge said the Board welcomed the changes announced today, “Bill Lewski has been the person responsible for the success of Prime Trust. While we retain his skills, it is now the intention to create a structure and framework for Prime Trust that will position it to take a more pro‐active role in industry consolidation and to make sure all interests are aligned in order to maximise value for unitholders.”

“The quality and location of Prime Trust’s assets provide the basis for a successful building block for industry consolidation. While market conditions are tougher than many people imagined six months ago, the business position of Prime Trust is secure with low debt, minimal debt to refinance and substantial cash resources. Recent distributions provide a circa 14% yield (100% tax deferred) on a 60 cent unit price with a net asset backing of over $1 per unit. Prime Trust is therefore well placed to be the catalyst for industry consolidation.”

“Bill Lewski and his team have done a remarkable job in establishing and creating Prime Trust in such a short period of time. Recognising this, the existing management team remains in place with little change at the operating level. Philip Powell will improve the skill base of the senior management team to drive industry aggregation. He will concentrate on consolidation opportunities and Bill’s focus will be on new development activities and ensuring the exsting development program is delivered.” said Dr Wooldridge.

The parties have entered into Binding Heads of Agreement which is subject to approval by regulatory authorities and several othr conditions. It is intended to execute transaction documents by the end of May and settle the acquisition in July 2008.

As a result of the sale and restructure, the balance of the Prime Trust ASX listing fee will be paid in cash and the equivalent of $5m in Prime Trust Units.

In making this announcement, Dr Wooldridge also emphasized the commitment of the Board to continue to pay quarterly distributions as it provides a regular ncome unitholders. Dr Wooldridge also said that he was pleased to be able to confirm that the June 2008 quarter distribution to Prime Trust unitolders, will be in line with the previously advised forecast.