National Property Trust trustee moves to soothe unitholders' fears (Update 1)

The trustee of National Property Trust, which is managed by a subsidiary of in receivership finance company St Laurence, has written to unitholders assuring them the listed property trust's assets can't be taken or used by St Laurence's receivers Deloitte. (Update adds information on special meeting). The letter comes after a group of National Property Trust investors led by David Cushing moved last week to organise a meeting where they aim to sack the trust's manager, the National Property Trust Ltd. In the letter Bryan Connor, general manager for corporate trusts at trustee Guardian Trust, said National Property Trust's assets are in companies whose shares are held by the trustee. In addition Connor said the National Property Trust's manager wasn't liable for St Laurence's liabilities. An insolvent St Laurence, owing 9,000 investors NZ$245 million, was dumped into receivership by Perpetual Trust - its trustee- last month. "Perpetual currently holds no security over the (National Property Trust) manager which would enable it to appoint a receiver of that company or the company that directly holds the shares in the manager," Connor wrote. Furthermore, he said it was not yet clear what was proposed by Cushing & Co for the National Property Trust's management and management contract. Meanwhile, the National Property Trust said the special meeting requested by Cushing and other unitholders holding 10.31% of the trust's units would be held on July 30 at Auckland's Ellerslie Event Centre immediately after the trust's annual general meeting. Read the trustee's letter below:

We are writing to you to bring you up to date with events and circumstances involving The National Property Trust Limited the Manager of The National Property Trust (NPT) and to give you information relevant to your position as a unit holder in NPT. As you may be aware the ultimate parent of the Manager, St Laurence Limited (St Laurence) was placed in receivership by its trustee, Perpetual Trust Limited (Perpetual) on 29 April 2010. The New Zealand Guardian Trust Company Limited (Guardian Trust) is the Trustee of the NPT. Guardian Trust has been trustee since NPT’s inception including when the shares in the Manager of NPT, were sold to St Laurence in 2005. Some of you will already be aware that that transaction took place without any requirement for our or unit holders’ consent. This reflects the common provisions of trust deeds for unit trusts. Guardian Trust is very aware that there may be implications of the St Laurence receivership for the Manager, NPT and the NPT unit holders. We appreciate that the interests of NPT unit holders generally, must be protected. First and foremost, unit holders should know that the assets of NPT cannot be taken or used by the receivers of St Laurence. The assets are held in companies, the shares of which are ultimately held by Guardian Trust, as is required by NPT’s Trust Deed. Following the appointment of Receivers to St Laurence, Guardian Trust has undertaken a number of enquiries of the Receivers to St Laurence, Perpetual and the directors of the Manager. We sought confirmation that the Manager had not been placed in receivership by Perpetual. We also sought confirmation that the Manager is not liable for the liabilities of St Laurence. Perpetual currently holds no security over the Manager which would enable it to appoint a receiver of that company or the company that directly holds the shares in the Manager, nor is the Manager liable for the debts of the St Laurence group under the receivership. We have received confirmation from the independent directors of the Manager (who are not associated with St Laurence and who are appointed by unit holders), that the Manager has resources available to it to enable it to discharge its duties and obligations to unit holders. As Trustee it is our obligation to ensure the Manager is able to perform its obligations. Nothing arising from the appointment of Receivers to St Laurence suggests to us at this time that the Manager will not be able to perform its obligations under the NPT Trust Deed. Looking forward, unit holders will be interested to know what will happen to NPT. As long as NPT has a manager, which is performing its obligations under the NPT Trust Deed, and unless unit holders otherwise decide by way of an extraordinary resolution passed by 75% majority of votes cast on the resolution, to wind the trust up, NPT will continue to exist. Unit holders may resolve, by resolution passed by a 75% majority of votes cast on the resolution, to remove the Manager. We can confirm that a request for a meeting of unit holders to consider such a resolution has been given to the Manager by a group of unit holders. The Manager is now required to convene a meeting of unit holders, and we will work with the Manager to ensure that the meeting which has been requested is convened and held in accordance with the detailed requirements for such meetings set out in the Trust Deed. There have been a number of statements made concerning the ownership of the Manager changing. As we have already outlined earlier in this letter, as is normal, we as Trustee have no say in this (other than ensuring the Manager continues to comply with the requirements of the Trust Deed). There have also been statements made concerning the status of the Manager’s rights to manage NPT and the possible sale or “internalisation” of those rights. At this time it is not clear what is proposed. We will continue to seek information on this aspect and ensure it is provided to unit holders at the appropriate time. We will continue to monitor the performance of the Manager’s obligations under the Trust Deed. It is not for the Trustee to in effect become a manager of the trust by substituting its view of the appropriateness of investment decisions for those of the Manager. It is the duty and responsibility of the Manager to make these decisions and be accountable to unit holders for them. The Trustee’s role is to ensure the Manager is meeting the requirements imposed on it under the Trust Deed. We will continue to review the position and will ensure you are advised of developments. Yours faithfully B D Connor General Manager, Corporate Trusts