ALPHA PYRENEES TRUST LIMITED. (an authorised closed-ended collective investment scheme incorporated in Guernsey as a non-cellular

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1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take or the contents of this Circular, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent professional financial adviser duly authorised under the Financial Services and Markets Act 2000 or, if you are taking advice in a territory outside the United Kingdom, from another appropriately authorised financial adviser. If you have sold or transferred all of your registered holding of Shares, please forward this Circular and the accompanying Form of Proxy, as soon as possible, to the purchaser or transferee or other agent through or by whom the sale or transfer was effected for onward transmission to the purchaser or transferee. If you have sold or transferred part only of your registered holding of Shares, please contact the Company. The distribution of this Circular in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Circular comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. ALPHA PYRENEES TRUST LIMITED (an authorised closed-ended collective investment scheme incorporated in Guernsey as a non-cellular company limited by shares with registered number 43932) RECOMMENDED PROPOSALS FOR VOLUNTARY WINDING-UP and NOTICE OF EXTRAORDINARY GENERAL MEETING Notice of an extraordinary general meeting of Alpha Pyrenees Trust Limited to be held at Old Bank Chambers, La Grande Rue, St Martin s, Guernsey GY4 6RT at 9.00 a.m. on 31 December 2018 is set out at the end of this document. To be valid, the accompanying Form of Proxy for use by Shareholders at the meeting should be completed and returned to Estera Administration (Guernsey) Limited, Old Bank Chambers, La Grande Rue, St Martin s, Guernsey, GY4 6RTas soon as possible and in any event so as to arrive not later than 9.00 a.m. on 27 December 2018 This document should be read as a whole. Your attention is drawn to the letter from the Director of the Company which is set out in this document and the section entitled "Action to be taken by Shareholders" in paragraph 8 of Part I of this document. The Company is authorised under section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, as an authorised closed-ended collective investment scheme pursuant to the Authorised Closed-ended Investment Schemes Rules The Guernsey Financial Services Commission does not take any responsibility for the financial soundness of the Company or for the correctness of any statements made or opinions expressed with regard to it. 1

2 CONTENTS EXPECTED TIMETABLE OF PRINCIPAL EVENTS... 3 PART I 6 PART II..10 2

3 EXPECTED TIMETABLE OF PRINCIPAL EVENTS 27 December a.m. Latest time for receipt of Forms of Proxy 31 December a.m. Extraordinary General Meeting and appointment of Liquidator All references to times of day in this Circular are to Guernsey time unless otherwise stated. Each of the times and dates above may be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or dates will be notified to Shareholders in writing. 3

4 DEFINITIONS The following definitions apply throughout this Circular and in the accompanying Form of Proxy, unless the context otherwise requires: "Articles" "Business Day" "Circular" "Company" Companies Law "Director" "Extraordinary General Meeting" or "EGM" "Form of Proxy" "Liquidator" "Liquidation Resolutions" "Notice of Extraordinary General Meeting" "Proposals" the articles of incorporation of the Company A weekday (other than a Saturday or Sunday) on which the majority of banks in London and Guernsey are open for normal banking business this document Alpha Pyrenees Trust Limited, an authorised closedended collective investment scheme incorporated under the laws of Guernsey as a non-cellular company limited by shares with registered number The Companies (Guernsey) Law, 2008, as amended Melanie Torode, the sole director of the Company the extraordinary general meeting of the Company to be held at Old Bank Chambers, La Grande Rue, St Martin s, Guernsey GY4 6RT at 9.00 a.m. on 31 December 2018 (notice of which is set out in the Notice of Extraordinary General Meeting), or any reconvened meeting following any adjournment thereof the form of proxy accompanying this Circular for use in connection with the EGM the meaning given in paragraph 3 of Part I of this document the meaning given in paragraph 3 of Part I of this document the notice of extraordinary general meeting of the Company to be held at held Old Bank Chambers, La Grande Rue, St Martin s, Guernsey GY4 6RT, at 9.00 a.m. on 31 December 2018 as set out in Part II of this Circular the proposals detailed in this circular, comprising (i) the voluntary winding-up of the Company pursuant to the Winding-up Resolution and (ii) the appointment of the Liquidator and approval of her remuneration pursuant to the Liquidation Resolutions Resolutions together the Winding-up Resolution and the Liquidation Resolutions 4

5 "Shareholders" "Shares" "UK" or "United Kingdom" "Winding-up Resolution" the holders of the Shares and "Shareholder" means anyone of them the ordinary shares of no par value in the capital of the Company the United Kingdom of Great Britain and Northern Ireland the meaning given in paragraph 1 of Part I of this document 5

6 PART I LETTER FROM THE DIRECTOR Alpha Pyrenees Trust Limited (an authorised closed-end collective investment scheme incorporated in Guernsey as a non-cellular company limited by shares with registration number 43932) Director: Melanie Torode (Director) Registered Office: Old Bank Chambers La Grande Rue St Martin s Guernsey GY4 6RT 11 December 2018 Dear Shareholders Proposals 1. INTRODUCTION AND BACKGROUND The Company was incorporated in Guernsey on 16 November 2005 for the purpose of investing in commercial real estate in France and Spain. The Company was subsequently admitted to the Official List and to trading on the London Stock Exchange plc's market for listed securities on 29 November With effect from 25 July 2018 the Company de-listed from the London Stock Exchange. The Company is authorised under section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, as an authorised closed-ended collective investment scheme pursuant to the Authorised Closed-ended Investment Schemes Rules The Company's administrator, Estera Administration (Guernsey) Limited applied to suspend the Company's authorisation as an authorised closed-ended collective investment scheme on 16 August 2018 and the Guernsey Financial Services Commission confirmed the suspension of the Company's authorisation on 26 September 2018, as set out in the announcements made on the Company's website on 25 July, 7 September and 28 September The Company completed the realisation of its investment portfolio on 20 June 2018 and the completion of the sales process has not resulted in any return to the Shareholders, following the repayment of the Company s bank borrowings. The following subsidiaries of the Company were wound up in 2018: ALPHA PYRENEES ATHIS-MONS SARL, ALPHA PYRENEES ALCALA S.L., ALPHA PYRENEES ECIJA S.L. and ALPHA PYRENEES BELGIUM NV. The remaining Company's subsidiaries, namely ALPHA PYRENEES OFFICES SARL, ALPHA PYRENEES OFFICES SCI and ALPHA PYRENEES LUXEMBOURG SARL, will have been wound up by their respective local administrators by December 2018 (ALPHA PYRENEES OFFICES SARL and ALPHA PYRENEES OFFICES SCI) and by January 2019 (ALPHA PYRENEES LUXEMBOURG SARL). Following the aforementioned de-listing, and as detailed in the announcements made on 25 July, 7 September and 28 September 2018 it is now appropriate to appoint a liquidator. 6

7 Accordingly, the purpose of this document is to call the Extraordinary General Meeting at which a special resolution will be proposed to approve the voluntary winding-up of the Company with effect from 31 December 2018 (the Winding-up Resolution ), along with other resolutions to approve matters in connection with the voluntary winding-up of the Company. The Winding-up Resolution is proposed as a special resolution, which requires a majority of not less than 75 per cent. of the Shareholders and duly appointed proxies attending the meeting and voting on a show of hands to vote in favour (excluding any votes that are withheld) or, if a poll is demanded, a majority of not less than 75 per cent. of the total voting rights cast on the resolution (excluding any votes that are withheld) to be in favour. 2. CURRENT TRADING POSITION The Company's Annual Report and Financial Statements for the year ended 31 December 2017 can be requested from Estera Administration (Guernsey) Limited. 3. APPOINTMENT OF LIQUIDATOR The Notice of Extraordinary General Meeting contains ordinary resolutions to, conditional upon the passing of the Winding-up Resolution, approve the appointment of Ms Sharifah Morris of Offshore Restructuring Limited as liquidator of the Company (the "Liquidator"), to approve the Liquidator s remuneration and to change the Registered office of the Company (together, the "Liquidation Resolutions"). The Liquidation Resolutions are each proposed as ordinary resolutions, which require a simple majority of the Shareholders and duly appointed proxies attending the meeting and voting on a show of hands to vote in favour (excluding any votes that are withheld) or, if a poll is demanded, a simple majority of the total voting rights cast on the resolution (excluding any votes that are withheld) to be in favour. In the Director s opinion, the remuneration to be payable to the Liquidator is fair and reasonable in light of the services to be provided to the Company by the Liquidator and having taken into account the proposed remuneration of other insolvency practitioners approached by the Company with a view to acting as liquidator. Once the Liquidator has been appointed, under the Companies Law the powers of the Director will cease (unless otherwise sanctioned by an ordinary resolution of the Shareholders or by the Liquidator) and the Liquidator will assume responsibility for the liquidation of the Company, including the payment of fees, costs and expenses, the discharge of the liabilities of the Company, and the distribution of the remaining assets. The Liquidator will also terminate the Company s contracts with its service providers, except for the Company's registrar who will continue to provide their services during the liquidation. As soon as the Company s affairs are fully wound up, the Liquidator will prepare an account of the winding up in accordance with the Companies Law and will call a further extraordinary general meeting of the Company at which the account will be presented and an explanation given of the account. Immediately after that meeting the Liquidator will provide notice to the Registrar of Companies in Guernsey that the meeting has been held and the Company will be dissolved on the expiration of three months beginning on the date of delivery of that notice. 4. IMPLICATIONS OF THE PROPOSED WINDING-UP OF THE COMPANY The Company s net cash balance after current liabilities is negative. 7

8 5. COSTS It is currently anticipated that the costs incurred in relation to the proposals set out in this document for the winding up of the Company will be around 25,000. The provision includes costs associated with liquidating the subsidiary structures, professional advice (including legal and tax advice) and registrar's fees, as well as the Liquidator's fees. For the avoidance of doubt, this figure excludes the fees and expenses of service providers in the ordinary course of business up to the date of the Liquidator s appointment in accordance with the terms of her engagement. An unaudited balance sheet as at 7 December 2018 will be published on the Company s website on 12 December RISKS ASSOCIATED WITH THE PROPOSALS The Shareholders should note that considering the negative net cash balance position of the Company, there will be no cash distributions to the Shareholders at the end of the liquidation process. 7. UNCLAIMED DIVIDENDS There are balances of 3, being the unclaimed dividends in relation to the past distributions. Shareholders are advised to contact Computershare Investor Services (Jersey) Limited Monday to Friday from 8:30am to 5:30pm on or by sending an to info@computershare.co.je immediately so payment can be made as soon as possible. Following the liquidation, the Liquidator will continue to locate the uncontactable Shareholders. Dividends that remain unclaimed at the dissolution of the Company will become bona vacantia belonging to the Crown. 8. ACTION TO BE TAKEN BY SHAREHOLDERS Notice of the Extraordinary General Meeting, including the full text of the Resolutions, as detailed in this letter, is set out in Part II of this Circular. Accompanying this Circular is a Form of Proxy for use in connection with the EGM. Shareholders who are unable to attend but who wish to vote at the EGM must submit a Form of Proxy as soon as possible and in any event so that it is received not later than 48 hours before the time appointed for the EGM. Completion and return of the Form of Proxy will not prevent Shareholders from attending and voting in person at the EGM, should they wish to do so. If you have any queries please contact Estera Administration (Guernsey) Limited Monday to Friday from 9.00 am to 5.00 pm on or by sending an to apt.@estera.com No information other than that which is contained within this Circular will be given. No advice will be given on whether Shareholders should vote for or against the Resolutions. 9. CONSENT The Liquidator has given and not withdrawn her consent to the issue of this document with the inclusion of her name and the reference to her in the form and context in which they appear. 10. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the registered office of the Company (which is also the place of the Extraordinary General Meeting) at the offices of Estera 8

9 Administration (Guernsey) Limited, held at Old Bank Chambers, La Grande Rue, St Martin s, Guernsey GY4 6RT during normal business hours of any Business Day until the conclusion of the Extraordinary General Meeting: the Company's memorandum and articles of incorporation; this document; and the consent of the Liquidator referred to at paragraph 9 above. 11. GUERNSEY REGULATORY NOTIFICATION The Guernsey Financial Services Commission has been notified of the Proposals and requested to suspend the Company's authorisation as an authorised closed-ended collective investment scheme with immediate effect on 16 August It is anticipated that such authorisation will be cancelled upon the completion of the Company's liquidation. 12. RECOMMENDATION In the Director's opinion, the Proposals are in the best interests of Shareholders as a whole. Accordingly, the Director recommends Shareholders to vote in favour of all of the Resolutions to be proposed at the Extraordinary General Meeting. Yours faithfully Melanie Torode Director 9

10 PART II NOTICE OF EXTRAORDINARY GENERAL MEETING Alpha Pyrenees Trust Limited (an authorised closed-ended collective investment scheme incorporated in Guernsey as a non-cellular company limited by shares with registration number 43932) (the "Company") NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Company will be held at held at Old Bank Chambers, La Grande Rue, St Martin s, Guernsey GY4 6RT at 9.00 a.m. on 31 December 2018 for the purpose of considering and, if thought fit, passing resolution 1 below as a special resolution and resolutions 2 to 3 below as ordinary resolutions. Words and expressions defined in the Circular to Shareholders of the Company dated 11 December 2018 shall, save where the context otherwise requires, bear the same meanings in this notice of extraordinary general meeting. SPECIAL RESOLUTION 1. THAT the Company be wound up voluntarily pursuant to section 391(1)(b) of the Companies Law. ORDINARY RESOLUTIONS 2. THAT conditional upon the passing of resolution 1 above, Ms Sharifah Morris of Offshore Restructuring Limited, Offshore View, Les Bas Courtils Road, St. Sampson, Guernsey, GY2 4BH ("ORL") (the "Liquidator") be and is hereby appointed as liquidator of the Company with immediate effect and that any power conferred upon her by the Company, or by law, be exercisable by her alone. 3. THAT conditional upon the passing of resolutions 1 and 2 above, the Liquidator's remuneration for acting as liquidator of the Company be fixed in accordance with the liquidation service agreement to be entered into between ORL and the Company in respect of the proposed liquidation of the Company. By Order of the Director 11 December 2018 Registered office: Old Bank Chambers La Grande Rue St Martin s Guernsey GY4 6RT 10

11 Notes: 1. A Shareholder entitled to attend and vote is entitled to appoint one or more proxies (who need not be shareholders) to attend and vote on their behalf. 2. To have the right to attend and vote at the meeting you must hold Shares in the Company and your name must be entered on the share register of the Company in accordance with note 5 below. 3. To be valid, Forms of Proxy (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be received by Estera Administration (Guernsey) Limited, Old Bank Chambers, La Grande Rue, St Martin s, Guernsey, GY4 6RT as soon as possible and in any event so as to arrive not later than 9.00 a.m. on 27 December A Form of Proxy accompanies this document. 4. Completion and return of a Form of Proxy will not preclude members from attending and voting at the meeting should they wish to do so. 5. The time by which a person must be entered on the register of members in order to have the right to attend or vote at the meeting is at 9.00 a.m. on 27 December If the meeting is adjourned, the time by which a person must be entered on the register of members in order to have the right to attend or vote at the adjourned meeting is 48 hours before the date fixed for the adjourned meeting. Changes to entries on the register of members after such times shall be disregarded in determining the rights of any person to attend or vote at the meeting. 6. The quorum for the meeting is two or more Shareholders present in person or by proxy. 7. As at 7 December 2018, the latest practicable date prior to publication of this Circular, the Company had 117,627,056 Shares in issue with a total of 117,627,056 voting rights. 8. If within five minutes from the time appointed for the meeting a quorum is not present it shall stand adjourned for 7 days at the same time and place or to such other day and at such other time and place as the Director may determine. On the resumption of an adjourned meeting, those Shareholders present in person or by proxy shall constitute the quorum. 9. Resolution 1 is proposed as a special resolution, which requires a majority of not less than 75 per cent. of the Shareholders and duly appointed proxies attending the meeting and voting on a show of hands to vote in favour (excluding any votes that are withheld) or, if a poll is demanded, a majority of not less than 75 per cent. of the total voting rights cast on the resolution (excluding any votes that are withheld) to be in favour. 10. Resolutions 2 to 3 are each proposed as an ordinary resolution, which requires a simple majority of the Shareholders and duly appointed proxies attending the meeting and voting on a show of hands to vote in favour (excluding any votes that are withheld) or, if a poll is demanded, a simple majority of the total voting rights cast on the resolution (excluding any votes that are withheld) to be in favour. 11. To allow effective constitution of the meeting, if it is apparent to the Director that no shareholders will be present in person or by proxy, other than by proxy in the Director s favour, then the Director may appoint a substitute to act as proxy in his stead for any Shareholder, provided that such substitute proxy shall vote on the same basis as the Director. 12. At the Meeting the vote may be taken by poll. On a poll, every Shareholder who is present in person or by proxy shall have one vote for every Share in the Company of which he is the 11

12 holder. A holder entitled to more than one vote need not, if he votes, use all of his votes or cast all of the votes which he uses in the same way. 12