Pre-Annual General Meeting Information • Mar 29, 2019
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own independent financial advice from your stockbroker, solicitor, accountant, bank manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised financial adviser.
If you have sold or otherwise transferred all your Shares in UK Commercial Property REIT Limited (the "Company"), you should pass this document together with the enclosed Form of Proxy at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding of Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale was effected.
The Company is an authorised closed-ended investment company which has been granted an authorisation declaration by the Commission in accordance with section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, and Rule 6.02 of the Authorised Closed-Ended Collective Investment Scheme Rules 2008 (the "Rules"). Notification of the proposals has been given to the Commission pursuant to the Rules. Neither the Commission nor the States of Guernsey Policy Council has reviewed this document and neither of them takes any responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it.
The definitions used in this document are set out in Part 4 of this document.
(Formerly UK Commercial Property Trust Limited)
(a non cellular company incorporated with limited liability in Guernsey with registered number 45387)
Recommended proposals for the amendment of the Company's investment policy and the waiver of the requirements of Rule 9 of the City Code on Takeovers and Mergers in connection with the Company's ability to buy back its own Shares
and
Notice of General Meeting
Your attention is drawn to the letter from the Chair of the Company set out in Part 1 of this document which recommends that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below.
Notice of an extraordinary general meeting of the Company to be held at 9.30 a.m. on 18 April 2019 at the offices of Dickson Minto W.S., Broadgate Tower, 20 Primrose Street, London EC2A 2EW (the "General Meeting") is set out at the end of this document. The proposals described in this document are conditional upon Shareholder approval of the Resolutions at the General Meeting. A Form of Proxy for use in conjunction with the General Meeting is enclosed. Whether or not you propose to attend the General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed on it, and return it to the Registrar at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible, but in any event so as to be received no later than 9.30 a.m. on 16 April 2019. Completion and posting of the Form of Proxy will not prevent a Shareholder from attending and voting in person at the General Meeting.
Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in connection with the matters described in this document and will not be responsible to any person other than the Company for providing the protections afforded to clients of Dickson Minto W.S. nor for providing advice in relation to such matters.
(Formerly UK Commercial Property Trust Limited)
(a non cellular company incorporated with limited liability in Guernsey with registered number 45387)
Andrew Wilson (Chair) PO Box 255 Ken McCullagh Trafalgar Court Sandra Platts Les Banques Michael Ayre St. Peter Port Margaret Littlejohns Guernsey Robert Fowlds GY1 3QL
Directors Registered Office
29 March 2019
Dear Shareholder
Following the Company's admission into the United Kingdom REIT regime on 1 July 2018, the Board and the Investment Manager have continued to discuss the investment strategy of the Company and investment opportunities within the commercial property sector. As part of these discussions the Board and the Investment Manager have recently undertaken a review of the Company's investment policy and, in particular, the scope of eligible investments to allow the Company to benefit from such opportunities. As a result of this review the Board is proposing certain amendments to the Company's investment policy, as further explained below, to provide the Investment Manager with the flexibility to invest in a wider range of commercial property assets to help meet the Company's investment objective of providing Shareholders with an attractive level of income together with the potential for capital and income growth from investing in a diversified UK commercial property portfolio, which remains unchanged.
In addition, as noted in the Company's interim report and accounts for the six months to 30 June 2018, Standard Life Aberdeen approved the sale of its insurance business to the Phoenix Group for a combination of cash and shares last year. This transaction completed on 31 August 2018 and resulted in the Phoenix Group, the largest Shareholder in the Company, and Standard Life Aberdeen, the parent company of the Company's Investment Manager, being deemed by the Takeover Panel to be acting in concert. As a consequence, without the approval of Independent Shareholders of the appropriate waiver from the Takeover Panel, the Company's ability to repurchase its own Shares is restricted in that it will not buy back its own shares in circumstances where to do so would trigger an obligation for a bid to be made for the Company under the Takeover Code.
The proposed amendments to the Company's investment policy require the approval of Shareholders. The Rule 9 Waiver is subject to the separate approval of Independent Shareholders. Accordingly, the purpose of this document is to explain the background to and rationale for the proposals and to convene the General Meeting to be held at 9.30 a.m. on 18 April 2019 at the offices of Dickson Minto W.S., Broadgate Tower, 20 Primrose Street, London EC2A 2EW in order to seek such approvals. The notice of the General Meeting is set out on pages 19 to 20 of this document.
The Company currently seeks to achieve its investment objective by investing in four commercial property sectors: industrial, office, retail and leisure.
The term commercial property generally refers to buildings or land intended to generate a profit, either from capital gain or rental income. The sectors understood to fall within this definition have broadened over recent years to include additional sectors such as healthcare, student housing, hotels, car parks, pubs, petroleum and automotive, and the commercially-managed private residential rental sector, amongst others. Over the last five years these additional sectors have come to be regarded as mainstream and are commonly referred to in the property industry as "alternative sectors". Alternative sectors have experienced substantial growth, with their market share growing within the MSCI IPD Quarterly index from 8 per cent. in 2012 to 13 per cent. in 2018. The alternative sectors also represent an increasing share of the commercial property investment market, accounting for 25 per cent. of all UK real estate transactions over the last five years.
Favourable structural drivers including demographic, urbanisation and trends in technology, the stability of income returns and the diversification benefits that investing in alternatives sectors brings have led to growth in these sectors. Investing in the alternative sectors also allows allocation to sectors which offer a different risk/return profile, from lower risk, long inflation linked leases where income is the predominant driver of returns, to more directly managed operational assets which carry a different risk profile in return for a higher income return and growth potential.
The Board believes that expanding the definition of commercial property within the Company's investment policy will allow the Investment Manager to respond to the evolution of the commercial property market and provide the flexibility to maintain an attractive and diversified portfolio, potentially including assets in the alternative commercial property sectors. The Investment Manager has considerable experience within its business of investing in the alternative sectors gained over many years.
The Board intends to limit the Company's investment into alternative sectors to 35 per cent. of the gross assets (by capital value) of the Group at the time of acquisition. As at 31 December 2018, the Company held 10.9 per cent. of its portfolio (by market value) in leisure assets which is a subset of the wider alternative sector. For the avoidance of doubt these existing assets would be classified as being in the alternative sectors under the revised investment policy.
The proposed amendments to the investment policy are subject to the approval of Shareholders by the passing of Resolution 1 at the General Meeting. Resolution 1 will be proposed as an ordinary resolution and all Shareholders will be entitled to vote on this resolution. Full details of the Company's current and proposed investment policy are set out in Part 2 of this document.
As noted above, in the absence of Independent Shareholder approval of the Rule 9 Waiver with respect to the application of Rules 9 and 37 of the Takeover Code, the Company will not utilise the Share Buy Back Authority granted at the annual general meeting held on 20 June 2018 (nor utilise any share buy back authority granted by Shareholders at the annual general meeting to be held in June 2019) in circumstances where to do so would result in the trigger of an obligation for a bid for the Company to be made under the Takeover Code. Resolution 2 will be proposed as an ordinary resolution. Only Independent Shareholders are entitled to vote on Resolution 2 and the vote on Resolution 2 will be by way of poll.
The Phoenix Group is the largest life and pensions consolidator in Europe. On launch, the Company was managed by Ignis Investment Services Limited ("Ignis"), then a subsidiary of Phoenix. The Company's initial property portfolio was purchased from the Phoenix Group in exchange for Shares in the Company resulting in the Phoenix Group holding approximately 70 per cent. of the issued Shares through its subsidiaries. On 1 July 2014, Standard Life Investments (Holdings) Limited acquired Ignis Asset Management Limited, Ignis' parent company, from a subsidiary of Phoenix. On 14 August 2017, the merger of Aberdeen Asset Management PLC and Standard Life plc completed forming Standard Life Aberdeen. The Company is currently managed by the Investment Manager, a subsidiary of Standard Life Aberdeen.
The Phoenix Group shareholding is held via a number of with profits funds which are closed to new investment and hence are in run-off over the medium to long term. Since launch, the Phoenix Group has been reducing its shareholding in the Company. On 24 February 2016, the Phoenix Group notified the Company that, following the sale of Shares, the Phoenix Group's holding in the Company had fallen below 50 per cent. As at 27 March 2019, the aggregate number of Shares held by the Phoenix Group represented 44.77 per cent. of the Company's issued share capital.
The Phoenix Group shareholding in the Company is managed by the SLA Group on an arm's length basis (by a separate team to the team who manage the Company's portfolio) with the Phoenix Group retaining control over the purchase and sale of, and the voting rights attaching to, its Shares. The relationship between the Company and the Phoenix Group is governed by a relationship agreement entered into in 2010. As part of this agreement, Phoenix has the right to appoint one non-independent director to the Board (although no such director is currently appointed) and has also undertaken not to take any action that would be detrimental to the general body of Shareholders.
Standard Life Aberdeen completed the sale of its insurance business to the Phoenix Group for a combination of cash and shares on 31 August 2018. In conjunction with the Phoenix Acquisition, Standard Life Aberdeen and Phoenix enhanced and expanded their existing strategic partnership. The Takeover Panel has confirmed that the SLA Group is currently considered to be acting in concert with the Phoenix Group for the purposes of the Takeover Code.
The Phoenix Group shareholding in the Company is held through Phoenix Life Assurance Limited and four special purpose vehicles, all of which are subsidiaries of Phoenix. In addition, members of the SLA Group manage Shares in a number of discretionary investment funds. Full details of the Shares in which the Phoenix Group and the SLA Group are deemed to be interested for the purposes of the Takeover Code are set out in paragraph 5.1 of Part 3 of this document.
At the annual general meeting of the Company held on 20 June 2018, Shareholders were asked to renew the Company's authority to make market purchases of up to 194,781,928 Shares, being 14.99 per cent. of the issued share capital of the Company (the "Share Buy Back Authority"). Under this authority, purchases will only be made in accordance with the Listing Rules which provide that the price to be paid must not be more than five per cent. above the average of the middle market quotations for the Shares for the five business days before the Shares are purchased. This authority is due to expire at the conclusion of the annual general meeting of the Company to be held in 2019 or, if earlier, 15 months from the passing of the resolution. The Directors intend to ask Shareholders to renew this authority at the annual general meeting of the Company to be held in 2019. Due to the proximity of the 2019 annual general meeting, the Company is asking Shareholders to approve a Rule 9 Waiver which will apply to the current Share Buy Back Authority and the renewal of the Share Buy Back Authority, if approved at the 2019 annual general meeting. If Resolution 2 is not passed, the Company will not exercise the existing Share Buy Back Authority, or if approved at the 2019 annual general meeting, the renewed Share Buy Back Authority, in circumstances where to do so would result in the trigger of an obligation for a bid to be made for the Company under the Takeover Code.
Under Rules 9 and 37 of the Takeover Code, if the Board were to authorise the repurchase of any Shares by the Company and as a result the shareholding of the Concert Party increased, then the Concert Party may be required to make a general cash offer to all the other Shareholders of the Company to acquire their Shares, unless such obligation has been waived by the Takeover Panel.
Under Rule 9 of the Takeover Code, any person who acquires, whether by a series of transactions over a period of time or not, an interest in shares (as defined in the Takeover Code) which when taken together with shares already held by him or held or acquired by persons acting in concert with him, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, or is interested in 30 per cent. or more but does not hold more than 50 per cent. of the shares carrying voting rights of such a company and acquires an interest in any additional shares carrying voting rights of that company, is normally required to make a general cash offer to all the remaining shareholders of the company to acquire their equity shares and transferable securities carrying voting rights in the company. An offer under Rule 9 of the Takeover Code must be in cash at the highest price paid by the person or the group of persons acting in concert in the preceding 12 months. Rule 37 of the Takeover Code extends this principle so that when a company purchases its own voting shares any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purposes of Rule 9 of the Takeover Code.
In order to give the Company flexibility to utilise the Share Buy Back Authority (and any renewal of the Share Buy Back Authority, if approved at the 2019 annual general meeting) without triggering a mandatory bid obligation for the Concert Party, the Company has consulted with the Takeover Panel and the Takeover Panel has agreed to waive the requirement for the Concert Party to make a general offer to all Shareholders under Rule 9 of the Takeover Code in circumstances where, following the purchase of Shares by the Company in the market, the aggregate percentage holding of the Concert Party increases. This Takeover Panel waiver is subject to the approval by a vote of Independent Shareholders of the Company on a poll at the General Meeting. Resolution 2 to be proposed at the General Meeting seeks this approval. The Rule 9 Waiver, if approved, will expire at the conclusion of the annual general meeting of the Company to be held in 2020.
If the maximum number of Shares were bought back by the Company pursuant to the Share Buy Back Authority and assuming no Shares were sold by the Concert Party, then the Concert Party would, in aggregate, hold Shares carrying 54.94 per cent. of the voting share capital.
If the Concert Party holds Shares carrying over 50 per cent. of the voting share capital it may acquire further interests in Shares without incurring any further obligation under Rule 9 to make a general offer, although each separate entity that makes up the Concert Party will not be able to increase their percentage interest in Shares above 30 per cent. or, if already holding more than 30 per cent. of the Shares, at all without Takeover Panel consent.
Your attention is drawn to Part 3 to this document which sets out certain further information and financial information respectively that is required to be disclosed in this document pursuant to the rules contained in the Takeover Code.
You will find enclosed with this document a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it to the Registrars at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible, but in any event so as to be received no later than 9.30 a.m. on 16 April 2019. Completion of a Form of Proxy will not prevent a Shareholder attending and voting at the General Meeting in person.
The Board considers that the proposals and the Resolutions are in the best interests of the Shareholders as a whole. In addition, the Directors, who have been so advised by Dickson Minto W.S., consider the Rule 9 Waiver to be fair and reasonable and in the best interests of Independent Shareholders as a whole and the Company. In providing its advice, Dickson Minto W.S. has taken into account, inter alia, the commercial assessments of the Directors.
Accordingly, the Directors unanimously recommend that all Shareholders vote in favour of Resolution 1 and the Independent Shareholders vote in favour of Resolution 2. The Directors, who in aggregate have an interest in 272,000 Shares (being approximately 0.021 per cent. of the issued share capital of the Company) intend to vote such Shares in favour of the Resolutions.
In accordance with the provisions of the Takeover Code, each of the Concert Party entities who are holders of Shares and the Investment Manager are considered to be interested in the outcome of Resolution 2 to approve the Rule 9 Waiver and, accordingly, will not vote on Resolution 2 to be proposed at the General Meeting and have confirmed this to the Company.
Yours faithfully
Andrew Wilson Chair
The full text of the Company's current and proposed investment objective and policy is set out below.
The Company's investment objective is to provide ordinary shareholders with an attractive level of income together with the potential for capital and income growth from investing in a diversified UK commercial property portfolio.
The Company focuses on identifying and acquiring institutional grade, income producing assets and looks to identify assets that benefit from wider infrastructure improvements delivered by others where possible. The Company also recognises that the experience of tenants is paramount and hence the Investment Manager works closely with tenants to understand their needs through regular communication and visits to properties to which Board members also periodically attend. Where required, and in consultation with tenants, the Company refurbishes and manages the owned assets to improve the tenants' experience with the aim being to generate greater tenant retention and hence lower voids, higher rental values and stronger returns.
Investment risks to the Group are managed by investing in a diversified portfolio of freehold and long leasehold UK commercial properties. The Group invests in income producing assets in four commercial property sectors: industrial, office, retail and leisure. The Group has not set any maximum geographic exposures within the UK nor any maximum weighting limits in the principal property sectors. No single property shall, however, exceed at the time of acquisition 15 per cent of the gross assets of the Group. The Group is currently permitted to invest up to 15 per cent of its total assets in indirect property funds including in other listed investment companies.
The Company's investment objective is to provide ordinary shareholders with an attractive level of income together with the potential for capital and income growth from investing in a diversified UK commercial property portfolio.
The Company focuses on identifying and acquiring institutional grade, income producing assets and looks to identify assets that benefit from wider infrastructure improvements delivered by others where possible. The Company also recognises that the experience of tenants is paramount and hence the Investment Manager works closely with tenants to understand their needs through regular communication and visits to properties to which Board members also periodically attend. Where required, and in consultation with tenants, the Company refurbishes and manages the owned assets to improve the tenants' experience with the aim being to generate greater tenant retention and hence lower voids, higher rental values and stronger returns.
Investment risks to the Group are managed by investing in a diversified portfolio of freehold and long leasehold UK commercial properties. The Group invests in income producing assets in four across the commercial property sectors, including industrial, office, retail, and leisure and other alternative commercial property sector assets. The Group has not set any maximum geographic exposures within the UK nor any maximum weighting limits in the principal any of the property sectors. No single property shall, however, exceed at the time of acquisition 15 per cent of the gross assets of the Group. The Group is currently permitted to invest up to 15 per cent of its total assets in indirect property funds including in other listed investment companies.
The Group is permitted to invest cash, held by it for working capital purposes and awaiting investment, in cash deposits, gilts and money market funds. Gearing, calculated as borrowings as a percentage of the Group's gross assets, may not exceed 65 per cent. The Board intends that borrowings of the Group at the time of draw down will not exceed 25 per cent. of the total assets of the Group. The Board receives recommendations on gearing levels from the Investment Manager and is responsible for setting the gearing range within which the Investment Manager may operate.
The Group is permitted to invest cash, held by it for working capital purposes and awaiting investment, in cash deposits, gilts and money market funds. Gearing, calculated as borrowings as a percentage of the Group's gross assets, may not exceed 65 per cent. The Board intends that borrowings of the Group at the time of draw down will not exceed 25 per cent. of the total assets of the Group. The Board receives recommendations on gearing levels from the Investment Manager and is responsible for setting the gearing range within which the Investment Manager may operate.
The Directors, whose names appear on this page 9, accept responsibility for the information contained in this document other than information relating to (i) the Phoenix Group and the Phoenix Directors; and (ii) the SLA Group. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
For the purposes of Rule 19.2 of the Takeover Code only, the Phoenix Directors accept responsibility for the information contained in this document relating to themselves and the Phoenix Group. To the best of the knowledge and belief of the Phoenix Directors (who have taken all reasonable care to ensure that such is the case) such information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
For the purposes of Rule 19.2 of the Takeover Code only, the SLA Responsible Persons (acting in their respective capacities as Standard Life Aberdeen's Global Head of Distribution and Head of UK Business and not in their capacity as Phoenix Directors) accept responsibility for the information contained in this document relating to the SLA Group. To the best of the knowledge and belief of the SLA Responsible Persons (who have taken all reasonable care to ensure that such is the case) such information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Directors as at the date of this document and their functions are as follows:
Andrew Wilson (Chair and Non-Executive Director) Ken McCullagh (Non-Executive Director) Sandra Platts (Non-Executive Director) Michael Ayre (Non-Executive Director) Margaret Littlejohns (Non-Executive Director) Robert Fowlds (Non-Executive Director)
The Phoenix Directors as at the date of this document and their functions are as follows:
Nicholas Lyons (Chairman) Clive Bannister (Group Chief Executive Officer) Jim McConville (Group Finance Director) Alastair Barbour (Senior Independent Director) Campbell Fleming (Standard Life Aberdeen Appointed Non-Executive Director) Karen Green (Non-Executive Director) Wendy Mayall (Non-Executive Director) Barry O'Dwyer (Standard Life Aberdeen Appointed Non-Executive Director) John Pollock (Non-Executive Director) Belinda Richards (Non-Executive Director) Nicholas Shott (Non-Executive Director) Kory Sorenson (Non-Executive Director)
The Directors intend to continue to conduct the business of the Company at the same place of business, as an investment company in accordance with its investment policy from time to time and pursuant to the current strategic plan. The Concert Party has confirmed that it has no intention to procure that the Company makes any changes to its investment policy, nor to the way in which the Company's investments are managed at any time.
5.1.1. As at 27 March 2019 (being the latest practicable date prior to the posting of this document), the interests of the Concert Party in Shares were as set out below:
| Concert Party | Number of Shares in which interested |
Percentage of existing issued share capital |
Maximum percentage of issued share capital* |
|---|---|---|---|
| Phoenix Group Holdings plc | — | — | — |
| Phoenix SPV1 Limited | 113,640,139 | 8.75% | 10.29% |
| Phoenix SPV2 Limited | 113,640,139 | 8.75% | 10.29% |
| Phoenix SPV3 Limited | 113,640,138 | 8.75% | 10.29% |
| Phoenix SPV4 Limited | 113,624,343 | 8.74% | 10.29% |
| Phoenix Life Assurance Limited | 127,067,306 | 9.78% | 11.50% |
| SLA Group ** | 25,230,974 | 1.94% | 2.28% |
| Total holdings of the Concert Party | 606,843,039 | 46.71% | 54.94% |
* Assuming the Share Buy Back Authority is exercised in full and the Concert Party does not sell any of the Shares held as at 27 March 2019.
** These Shares are managed by the SLA Group for clients on a discretionary basis.
5.1.2. The following dealings in Shares by the Concert Party have taken place in the 12 months ended 27 March 2019 (being the latest practicable date prior to the posting of this document):
| Number of | Price | ||
|---|---|---|---|
| Date of transaction | Transaction | Shares | (£) |
| 16 March 2018 | Disposal | 806 | 0.893 |
| 23 March 2018 | Disposal | 3,816 | 0.899 |
| 23 May 2018 | Disposal | 1,722 | 0.875 |
| 7 June 2018 | Disposal | 11,281,500 | 0.8625 |
| 7 June 2018 | Disposal | 15,042,000 | 0.8625 |
| 12 June 2018 | Disposal | 1,305,000 | 0.855 |
| 12 June 2018 | Disposal | 1,740,000 | 0.855 |
| 12 June 2018 | Disposal | 1,285,714 | 0.855 |
| 12 June 2018 | Disposal | 1,714,286 | 0.855 |
| 26 July 2018 | Disposal | 25,633 | 0.874 |
| 2 August 2018 | Disposal | 8,929 | 0.875 |
| 29 August 2018 | Disposal | 4,576,247 | 0.89 |
| 29 August 2018 | Disposal | 3,432,187 | 0.89 |
| 3 December 2018 | Disposal | 1,671 | 0.821 |
| 21 March 2019 | Acquisition | 663,082 | n/a* |
* On 21 March 2019, the SLA Group took over the discretionary management of certain investment portfolios of Virgin Money Unit Trust Managers Limited (the "New Management Mandates"). The New Management Mandates resulted in the SLA Group being deemed by the Takeover Panel as having acquired interests in 663,082 Shares. The Takeover Panel has confirmed that it regards the New Management Mandates as a "coming together" pursuant to Note 1 to Rule 9.1 of the Takeover Code and that no member of the Concert Party will be required to make a general offer to all Shareholders under Rule 9 of the Takeover Code as a result.
5.2.1. As at 27 March 2019 (being the latest practicable date prior to the posting of this document), the interests of the Directors in Shares were as set out below
| Number of | Percentage of | |
|---|---|---|
| Director | Shares | issued Shares |
| Andrew Wilson | 100,000 | 0.008% |
| Ken McCullagh | 40,000 | 0.003% |
| Sandra Platts | 0 | 0.000% |
| Michael Ayre | 42,000 | 0.003% |
| Margaret Littlejohns | 40,000 | 0.003% |
| Robert Fowlds | 50,000 | 0.004% |
5.6.4. Save as disclosed in paragraph 5.4 of this Part 3, neither the Company nor any of the Directors nor any member of their immediate families or related trusts, owns or controls or (in the case of the Directors and their families or related trusts) is interested, directly or indirectly in, or has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in, Phoenix Shares or any securities convertible into, or exchangeable for, rights to subscribe for and options (including traded options) in respect of, and derivatives referenced to, any of the foregoing.
5.6.5. Save as disclosed in paragraph 5.5 of this Part 3, neither the Company nor any of the Directors nor any member of their immediate families or related trusts, owns or controls or (in the case of the Directors and their families or related trusts) is interested, directly or indirectly in, or has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in, SLA Shares or or any securities convertible into, or exchangeable for, rights to subscribe for and options (including traded options) in respect of, and derivatives referenced to, any of the foregoing.
5.7.5. derivatives include any financial product whose value in whole or in part is determined directly or indirectly by reference to the price of an underlying security.
The middle market quotations for the Company on the first business day of each of the six months preceding the date of this document and on 27 March 2019 (being the latest practicable date prior to the publication of this document) as derived from the London Stock Exchange Daily Official List, were:
| Date | Price (p) |
|---|---|
| 27 March 2019 | 86.40 |
| 1 March 2019 | 86.50 |
| 1 February 2019 | 88.80 |
| 2 January 2019 | 82.50 |
| 3 December 2018 | 81.40 |
| 1 November 2018 | 87.70 |
| 1 October 2018 | 86.60 |
| 3 September 2018 | 89.50 |
No contract, other than contracts entered into in the ordinary course of business, have been entered into by the Company or any of its subsidiaries during the period of two years prior to posting of this document which are, or may be, material.
There are no service agreements in existence between the Company and any of the Directors nor are any such agreements planned. However, Andrew Wilson, Ken McCullagh, Sandra Platts and Michael Ayre have entered into written letters of appointment with the Company dated 13 December 2017. Margaret Littlejohns and Robert Fowlds have entered into written letters of appointment dated 11 October 2017 and 31 January 2018, respectively. The Directors retire by rotation and stand for re-election at the Company's annual general meetings in accordance with the terms of the Articles and The UK Corporate Governance Code. The Company has the right to terminate each appointment without compensation if the relevant Director is required to vacate office in accordance with the Articles. The Company has the right to terminate each appointment at any time on 12 months' notice in writing or upon making a payment in lieu of notice equal to the balance of the fees the Director would have received had a full 12 months' notice been given.
9.8. At the time of publication of this document Standard Life Aberdeen had been assigned a long-term corporate issuer rating of:
9.8.1. A- (stable outlook) from Standard & Poor's; and
9.8.2. A3 (stable outlook) from Moody's.
Since 31 December 2017 (being the end of the last financial period of the Company for which accounts have been published) there has been no significant change in the financial or trading position of the Company.
in each case, having any connection with or dependence upon the Rule 9 Waiver or which is conditional on the outcome of the consideration of the Rule 9 Waiver.
13.1. Historical financial information relating to the Company on the matters referred to below is included in the published annual financial reports of the Company for the years ended 31 December 2016 and 31 December 2017, which are expressly incorporated by reference into this document (full details of where to access each of the documents incorporated by reference can be found at the end of this section):
| Statutory accounts | Statutory accounts | |
|---|---|---|
| for the year ended | for the year ended | |
| 31 December 2016 | 31 December 2017 | |
| Nature of information | Page No. | Page No. |
| Income | 56 | 60 |
| Net Profit/Loss before tax | 56 | 60 |
| Net Profit/Loss after tax | 56 | 60 |
| Tax | 56 | 60 |
| Dividends paid | 66 | 70 |
| Earnings per share | 56 | 60 |
| Dividends per share | 66 | 70 |
| Consolidated balance sheet | 57 | 61 |
| Cash flow statement | 59 | 63 |
| Notes to the financial statements | 60 | 64 |
13.2. Historical financial information relating to the Phoenix Group on the matters referred to below is included in the published annual financial reports of Phoenix for the years ended 31 December 2017 and 31 December 2018, which are expressly incorporated by reference into this document (full details of where to access each of the documents incorporated by reference can be found at the end of this section):
| Statutory accounts | Statutory accounts | |
|---|---|---|
| for the year ended | for the year ended | |
| 31 December 2017 | 31 December 2018 | |
| Nature of information | Page No. | Page No. |
| Income | 103 | 121 |
| Net Profit/Loss before tax | 103 | 121 |
| Net Profit/Loss after tax | 103 | 121 |
| Tax | 103 | 121 |
| Dividends paid | 118 | 137 |
| Earnings per share | 103 | 121 |
| Dividends per share | 118 | 137 |
| Consolidated balance sheet | 106 | 124 |
| Cash flow statement | 107 | 125 |
| Notes to the financial statements | 181 | 123 |
13.3. Historical financial information relating to the SLA Group on the matters referred to below is included in the published annual financial reports of Standard Life Aberdeen for the financial years ended 31 December 2017 and 31 December 2018, which is expressly incorporated by reference into this document (full details of where to access each of the documents incorporated by reference can be found at the end of this section):
| Statutory accounts | Statutory accounts | |
|---|---|---|
| for the year ended | for the year ended | |
| 31 December 2017 | 31 December 2018 | |
| Nature of information | Page No. | Page No. |
| Consolidated income statement | 147 | 117 |
| Consolidated statement of financial position | 150 | 120 |
| Consolidated statement of changes in equity | 151 | 121 |
| Consolidated statement of cash flows | 153 | 123 |
| Basis of preparation | 154 | 124 |
| Notes to the financial statements | 158 | 129 |
Shareholders should note that hard copies of the documents set out above in paragraphs 13.4.1 to 13.4.3 will not be sent to Shareholders. Shareholders may request to receive hard copies of these documents by contacting the Company Secretary at the Company's registered office, PO Box 255, Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL.
| DEFINITIONS | |
|---|---|
| ------------- | -- |
| Articles | the articles of incorporation of the Company, as amended from time to time |
|---|---|
| Board or Directors | the current directors of the Company whose names are set out in paragraph 2 of Part 3 of this document |
| Company | UK Commercial Property REIT Limited |
| Concert Party | Phoenix, Standard Life Aberdeen and those of their respective subsidiaries and other parties presumed to be acting in concert with them for the purposes of the Takeover Code from time to time (including the Investment Manager) |
| Form of Proxy | the form of proxy for use at the General Meeting |
| General Meeting | the extraordinary general meeting of the Company to be held at 9.30 a.m. on 18 April 2019 at the offices of Dickson Minto W.S., Broadgate Tower, 20 Primrose Street, London EC2A 2EW |
| Ignis | Ignis Investment Services Limited |
| Independent Shareholders | Shareholders other than the Concert Party |
| Investment Manager | Aberdeen Standard Fund Managers Limited |
| Listing Rules | the listing rules made by the Financial Conduct Authority under Part VI of the UK Financial Services and Markets Act 2000 as amended from time to time |
| Phoenix | (i) on or after 12 December 2018, Phoenix Group Holdings plc, a company incorporated under the Companies Act 2006 and registered in England and Wales with registered number 11606773; and (ii) prior to 12 December 2018, Phoenix Group Holdings, a company limited by shares and registered in the Cayman Islands with registered number 202172 |
| Phoenix Acquisition | the acquisition by Phoenix of Standard Life Aberdeen's insurance business |
| Phoenix Directors | the current directors of Phoenix whose names are set out in paragraph 3 of Part 3 of this document |
| Phoenix Group | Phoenix and its subsidiaries from time to time |
| Phoenix Shares | ordinary shares of £1.00 each in the capital of Phoenix |
| Registrar | Computershare Investor Services (Guernsey) Limited |
| Relationship Agreement | the relationship agreement dated 12 July 2010 between the Company, Phoenix Life Assurance Limited and Phoenix Life Limited |
| Resolution 1 | the resolution to be proposed at the General Meeting in relation to the proposed amendments to the Company's investment policy |
| Resolution 2 | the resolution to be proposed at the General Meeting in relation to the Rule 9 Waiver |
|---|---|
| Resolutions | Resolution 1 and Resolution 2 |
| Rule 9 Waiver | the waiver granted by the Takeover Panel of the obligation which may otherwise arise under Rule 9 of the Takeover Code requiring the Concert Party to make an offer for all of the issued share capital of the Company on exercise by the Company of the Share Buy Back Authority and any authority granted in respect of share buybacks at the 2019 annual general meeting of the Company |
| Rules | The Authorised Closed-Ended Investment Scheme Rules, 2008 |
| Share Buy Back Authority | the authority obtained by the Company on 20 June 2018 to make market purchases of up to 14.99 per cent. of the Shares in issue as at 20 June 2018 (being 194,781,928 Shares), the substance of which is described under the paragraph headed "Share buy back authority" on page 4 of this document |
| Shareholders | holders of Shares |
| Shares | ordinary shares of 25 pence each in the capital of the Company |
| SLA Responsible Persons | Campbell Fleming (Standard Life Aberdeen's Global Head of Distribution) and Barry O'Dwyer (Standard Life Aberdeen's Head of UK Business), each being a Phoenix Director appointed by Standard Life Aberdeen |
| SLA Group | Standard Life Aberdeen and its subsidiaries from time to time (including, as at the date of this document, the Investment Manager) |
| SLA Shares | ordinary shares of 13 61/63 pence each in the capital of Standard Life Aberdeen |
| Standard Life Aberdeen | Standard Life Aberdeen plc |
| Takeover Code | the City Code on Takeovers and Mergers |
| Takeover Panel | the Panel on Takeovers and Mergers |
| United Kingdom | the United Kingdom of Great Britain and Northern Ireland |
| Working Day | a day which is not a Saturday, Sunday, Christmas Day or Good Friday or a day appointed as a public holiday by Ordinance of the States under section 1(1) of the Bills of Exchange (Guernsey) Law, 1958 |
(Formerly UK Commercial Property Trust Limited)
(a non cellular company incorporated with limited liability in Guernsey with registered number 45387)
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of UK Commercial Property REIT Limited (the "Company") will be held 9.30 a.m. on 18 April 2019 at the offices of Dickson Minto W.S., Broadgate Tower, 20 Primrose Street, London EC2A 2EW to consider and, if thought fit, pass the following ordinary resolutions:
Note: In order to comply with the Takeover Code, this resolution will be taken on a poll and each entity comprising the Concert Party and the Investment Manager have undertaken not to vote on the resolution.
Trafalgar Court By Order of the Board
Les Banques St. Peter Port Guernsey GY1 3QL
29 March 2019
Defined terms in this Notice of General Meeting and the resolution have the same meanings as given to them in the Circular save where the context requires otherwise.
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