UK COMMERCIAL PROPERTY TRUST
LIMITED
(a closed-ended investment company incorporated in Guernsey with
registration number 45387)
Result of Annual
General Meeting
21 June 2017
At the Annual General Meeting of the Company held on
21 June 2017, all Ordinary
Resolutions set out in the AGM Notice sent to shareholders dated
17 May 2017 were duly passed and, the
following Special Resolutions were passed;
SPECIAL RESOLUTION 1
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 £32,485,312 being approximately
10 per cent of the nominal value of the issued share capital of the
Company (including treasury shares), as at 19 April 2017.
SPECIAL RESOLUTION 2
That the Company, be authorised in accordance with section 315
of The Companies (Guernsey) Law, 2008, as amended, (the ‘Law’) to
make market acquisitions within the meaning of section 316(I) of
the law of its own ordinary shares of 25p each (“shares”) (either
for retention as treasury shares for future resale of transfer or
cancellation), provided that:
(a) the maximum number of Shares hereby authorised to be
acquired shall be equal to 14.99 per cent of the Company’s issued
share capital on the date on which this resolution is passed;
(b) the minimum price (exclusive of expenses) which may be
paid for a Share is 25p, being the nominal value per share;
(c) the maximum price (exclusive of expenses) which
may be paid for a Share shall not be more than the higher of (i) an
amount equal to 105 per cent of the average of the middle market
quotations for a Share taken from the London Stock Exchange’s Daily
Official List for the five business days immediately preceding the
day on which the Share is purchased and (ii) the higher of the last
independent trade and the highest current independent bid on the
London Stock Exchange;
(d) the authority hereby conferred shall expire at the
conclusion of the Annual General Meeting of the Company to be held
in 2018 or, if earlier, on the expiry of 15 months from the passing
of this resolution, unless such authority is renewed prior to such
time; and
(e) the Company may make a contract to purchase Shares
under the authority hereby conferred prior to the expiry of such
authority which will or may be executed wholly or partly after the
expiration of such authority and may make a purchase of Shares
pursuant to any such contract.
Copies of the Special Resolutions have been submitted to the
National Storage Mechanism and will shortly be available for
inspection at www.hemscott.com/nsm.do
All Enquiries:
The Company Secretary
Northern Trust International Fund Administration Services
(Guernsey) Limited
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481 745001