F&C Commercial Property Trust
Limited
(a closed-ended collective investment scheme established as a
company with limited liability
under the laws of Guernsey with registered number 50402)
LEI Number: 213800A2B1H4ULF3K397
(The “Company”)
6 June
2018
RESULT OF ANNUAL
GENERAL MEETING
At the Annual General Meeting of the Company held on, all
Ordinary Resolutions set out in the Annual General Meeting Notice
sent to Shareholders dated 16 April
2018 were duly passed.
Details of the proxy voting results which should be read along
side the Notice are noted below:
Ordinary
Resolution |
For |
Discretion
(voted in favour) |
Against |
Abstain |
1 |
360,036,847 |
122,024 |
31,923 |
14,991 |
2 |
359,637,001 |
122,024 |
251,096 |
195,664 |
3 |
354,484,617 |
122,024 |
5,567,348 |
31,796 |
4 |
357,462,390 |
125,590 |
2,529,654 |
88,150 |
5 |
357,448,715 |
125,590 |
2,551,410 |
80,070 |
6 |
357,479,711 |
125,590 |
2,511,898 |
88,586 |
7 |
357,487,748 |
125,590 |
2,510,577 |
81,870 |
8 |
341,582,326 |
125,590 |
16,020,741 |
2,477,127 |
9 |
357,475,680 |
125,590 |
2,540,987 |
63,528 |
10 |
359,533,327 |
122,024 |
378,966 |
171,469 |
11 |
359,666,269 |
122,024 |
112,236 |
305,256 |
12 |
354,129,509 |
122,024 |
5,671,139 |
283,113 |
Special Resolution |
For |
Discretion
(voted in favour) |
Against |
Abstain |
13 |
354,018,655 |
122,024 |
202,603 |
5,862,503 |
14 |
359,855,503 |
122,024 |
125,569 |
102,688 |
15 |
339,851,129 |
122,024 |
119,526 |
20,113,107 |
Note - A vote withheld is not a vote in law
and has not been counted in the votes for and against a
resolution.
The Special Resolutions were as follows:
Special Resolution 13
That the Directors of the Company be and they are hereby generally
empowered, to allot ordinary shares in the Company or grant rights
to subscribe for, or to convert securities into, ordinary shares in
the Company (‘‘equity securities’’) for cash, including by way of a
sale of ordinary shares held by the Company as treasury shares, as
if any pre-emption rights in relation to the issue of shares as set
out in the listing rules made by the Financial Conduct Authority
under Part VI of the Financial Services and Markets Act 2000 (as
amended) did not apply to any such allotment of equity securities,
provided that this power:
(a) expires at the conclusion of the next Annual General Meeting
of the Company after the passing of this resolution or on the
expiry of 15 months from the passing of this resolution, whichever
is the earlier, save that the Company may, before such expiry, make
an offer or agreement which would or might require equity
securities to be allotted after such expiry and the Directors may
allot equity securities in pursuance of any such offer or agreement
as if the power conferred hereby had not expired; and
(b) shall be limited to the allotment of equity securities up to
an aggregate nominal value of £799,366 being approximately 10 per
cent of the nominal value of the issued share capital of the
Company, as at 16 April 2018.
Special Resolution 14
That the Company be authorised, in accordance with section 315 of
The Companies (Guernsey) Law, 2008 (as amended), to make market
acquisitions (within the meaning of section 316(1) of The Companies
(Guernsey) Law, 2008 (as amended)) of ordinary shares of 1p each
(‘‘Ordinary Shares’’) (either for retention as treasury shares for
future resale or transfer, or cancellation), provided that:
(a) the maximum number of Ordinary Shares hereby authorised to
be purchased shall be 14.99 per cent of the issued Ordinary Shares
on the date on which this resolution is passed;
(b) the minimum price which may be paid for an Ordinary Share
shall be 1p (exclusive of expenses);
(c) the maximum price (exclusive of expenses) which may be paid
for an Ordinary Share shall be the higher of (i) 105 per cent of
the average of the middle market quotations (as derived from the
Daily Official List) for the Ordinary Shares for the five business
days immediately preceding the date of purchase; and (ii) the
higher of the last independent trade and the highest current
independent bid on the trading venue which the purchase is carried
out; and
(d) unless previously varied, revoked or renewed, the authority
hereby conferred shall expire at the conclusion of the next Annual
General Meeting of the Company after the passing of this
resolution, or on 30 November 2019,
whichever is the earlier, save that the Company may, prior to such
expiry, enter into a contract to purchase Ordinary Shares under
such authority which will or may be executed wholly or partly after
the expiration of such authority and may make a purchase of
Ordinary Shares pursuant to any such contract.
Special Resolution 15
That, the articles of incorporation presented at the meeting and
initialled by the Chairman of the meeting for the purpose of
identification be adopted as the articles of incorporation of the
Company in substitution for, and to the exclusion of, the existing
articles of incorporation.
Enquiries:
Northern Trust International Fund Administration Services
(Guernsey) Limited
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481 745001
END