SECURED
PROPERTY DEVELOPMENTS PLC
Unit 6
,Orchard Mews ,42 Orchard Road
Highgate,London N6 5TR
NOTIFICATION OF REGISTRATION FOR
ELECTRONIC
SETTLEMENT JUNE 2015
To: All members of the Company
Notification of directors' resolution relating to the CREST
system SECURED PROPERTY DEVELOPMENTS PLC ordinary shares of £0.20
each - ICAP ISDX Growth Market
This is to give you notice, in accordance with the
Uncertificated Securities Regulations 2001 (the Regulations), that
on 22 June 2015, the Company resolved
by a resolution of its directors that title to the ordinary shares
of £0.20 each in the capital of the Company, in issue or to be
issued, may be transferred by means of a relevant system. The
resolution of the directors will become effective
immediately.
Explanatory note
The above notice is the notice that the Company is obliged to
give to its members, under the Regulations, of the passing of a
"directors' resolution" (as defined in the Regulations) in relation
to its ordinary shares. The directors' resolution will enable the
Company's ordinary shares to join CREST in due course. The shares
have not become transferable by means of the CREST system merely by
virtue of the passing of the directors' resolution; the permission
of the Operator of the system, Euroclear UK & Ireland, must also be given before the shares
can become so transferable. The effect of the directors'
resolution is to disapply, in relation to the ordinary shares,
those provisions of the Company's articles of association that are
inconsistent with the holding and transfer of those shares in CREST
and any provision of the Regulations, as and when the shares
concerned enter the CREST system The Company passed the above
resolution because it has been notified by ICAP that with effect
from January 2015, the Central
Securities Depositories Regulation (CSDR) will come into force,
which mandated that all transferable securities are required to be
eligible for settlement in dematerialised form within CREST. The
Company currently trades its shares on the ISDX market and has been
advised further that to continue to be able to do so, it needs to
have the capability to dematerialise its ordinary shares. The
Company's shares have not previously been eligible for settlement
in dematerialised form. The Company has considered the implications
and options available and the Directors have concluded that it is
in the best interests of the Company and its stakeholders to
provide liquidity to its shares through continuing to trade them on
the ISDX market and accordingly to dematerialise the ordinary
shares so that they are eligible for settlement within CREST.
The necessary paperwork will now be completed and the Company
will apply to Euroclear UK & Ireland to have the ordinary shares admitted
to CREST so that moving forward they can be settled in either
dematerialised form or in certificated form.
Registrars:
The Company has appointed Avenir Registrars Ltd to maintain the
register of Ordinary Shares in CREST.
Avenir Registrars Ltd
Suite A, 6 Honduras Street,
London
EC1Y 0TH
ylva.baeckstrom@avenir-registrars.co.uk
www.avenir-registrars.co.uk
Telephone 020 7692 5500
Process for dematerialisation by holders of eligible
securities:
The information provided to shareholders principally refers to
the obligations of the Issuers of a Security. For Holders, paper
certificates may continue to exist in parallel with Securities
enabled in CREST. There is little direct impact other than
the change to T+2 settlement cycle and impact on ex-dividend
dates (that moved from 2 days to 1 day before record date).
However, this may give rise to practical barriers for
transactions in paper Securities. Holders should consult
their financial adviser or stockbroker for details.
Holders who wish to dematerialise their holdings may contact
their stockbroker to lodge their holdings in an appropriate nominee
or directly into a CREST personal member account. The
process will typically involve providing their share certificate
along with an appropriately completed J30 stock transfer to
their stockbroker. The stockbroker will arrange
dematerialisation of the holding via CREST counters and Avenir
Registrars Ltd.
Future communications:
Nominees - holders of dematerialised securities held in an
appropriate stockbroker Nominee should communicate directly with
their stockbroker for holdings and other details. The
stockbroker will be able to provide all necessary support as the
legal holder.
CREST Personal Member accounts - those who transfer their
holdings into a CREST personal member account should also contact
their stockbroker in the first instance as these are sponsored
accounts and the stockbroker will have all appropriate details.
However, they may also contact the Registrars for
details.
Physical Holdings - Those who continue to hold securities in
certificated form may contact the Registrars who will arrange
to provide electronic access to view their individual entry on the
Register of Holders.
Yours faithfully
I H Cobden
Company Secretary
22 June 2015