Pre-Annual General Meeting Information • Jul 25, 2025
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any matter referred to in this document or as to the action you should take, you should consult an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom, or another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom, without delay.
If you have sold or otherwise transferred all of your Shares, please send this document at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom or by whom the sale or transfer was made, for delivery to the purchaser or transferee.
(Incorporated in England and Wales with company number 10415235 and registered as an investment company under section 833 of the Companies Act 2006)
and
Notice of a General Meeting of the Company to be held at 24th Floor, The Shard, 32 London Bridge Street, London SE1 9SG on 12 August 2025 at 9.00 a.m., is set out at the end of this document.
Proxies may be submitted electronically using MUFG Corporate Markets' Signal Shares share portal service at www.signalshares.com or in hard copy form if you request a hard copy form of proxy from the Company's Registrar, MUFG Corporate Markets. In order to be valid, proxy appointments must be submitted using MUFG Corporate Markets' Signal Shares share portal service or in hard copy form to MUFG Corporate Markets at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL, in each case, by no later than 9.00 a.m. on 8 August 2025 or 48 hours before any adjourned meeting.
If you require a hard copy form of proxy (or assistance with how to complete, sign and return it) or assistance in submitting your proxy appointment electronically, please email MUFG Corporate Markets on [email protected] or call on +44 (0)371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Lines are open 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.
If you hold your Shares in uncertificated form (i.e. in CREST) you may appoint a proxy for the General Meeting by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual issued by Euroclear so that it is received by the Registrar (under CREST Participation ID RA10) by no later than 9.00 a.m. on 8 August 2025. The time of receipt will be taken to be the time from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed upon by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io.
| PART 1 – LETTER FROM THE CHAIRMAN | 3 |
|---|---|
| PART 2 – DEFINITIONS | 6 |
| NOTICE OF GENERAL MEETING | 7 |
(Incorporated in England and Wales with company number 10415235 and registered as an investment company under section 833 of the Companies Act 2006)
Kate Bolsover (Chairman) 4th Floor Josephine Dixon 46-48 James Street Professor Tony Young OBE London Clare Brady W1U 1EZ Sarah MacAulay
Directors: Registered Office:
25 July 2025
To Shareholders
Dear Sir or Madam
The Board announced on 23 April 2025 the introduction of a zero discount policy. The zero discount policy aims to achieve a Share price that trades at or around NAV in normal market conditions (the "Zero Discount Policy"). In order to enable the Company to continue to repurchase Shares to support the operation of the Zero Discount Policy, at general meetings held on 14 May 2025, 13 June 2025 and 15 July 2025, the Company was given Shareholder approval to renew its authority to repurchase Shares.
Since 23 April 2025, being the date on which the Zero Discount Policy was introduced, to the Latest Practicable Date, the Company has repurchased 83,598,226 Shares in aggregate and the Shares have traded at an average discount to NAV of 1.2 per cent.
In order that the Company may continue to operate the Zero Discount Policy once the authority to repurchase its own Shares taken at the last general meeting which was held on 15 July 2025 may have been fully utilised, the Board has agreed that the Company should hold another General Meeting at 9.00 a.m. on 12 August 2025 at which the Company will seek further renewal of the authority to make purchases of its own Shares. Without this further authority, the Company may not have sufficient authority remaining to continue to purchase its own Shares to support the Zero Discount Policy.
In implementing the Zero Discount Policy, the Company seeks to buy back Shares if the Shares are trading at a discount to their underlying NAV and conversely intends to issue Shares (or sell Shares from treasury) if the Shares are trading at or above NAV. The aim is to protect Shareholders from the Shares trading at a material discount to NAV, whilst also enabling growth of the Company through NAV accretive Share issuance when the Shares are trading at or above NAV.
The Directors will only seek to exercise the authority to repurchase Shares where they consider that such purchases will be in the best interests of Shareholders generally. Any Shares bought back may be cancelled or held in treasury. The Directors currently intend to hold Shares purchased under the authority in treasury. The purpose of holding Shares in treasury is to allow the Company to reissue those Shares quickly and cost effectively.
The purpose of this document is to provide Shareholders with details of the continuation of the Zero Discount Policy, to convene the General Meeting for the purpose of seeking Shareholder approval to authorise the Company to make further purchases of its own Shares in connection with the Zero Discount Policy, and to set out the reasons why the Directors are recommending that Shareholders vote in favour of the Resolution at the General Meeting.
The Board believes that it is in the best interests of Shareholders to continue to operate the Zero Discount Policy to enable Shareholders to sell Shares at or close to NAV on any trading day throughout the year. Prior to the introduction of the Zero Discount Policy, the Shares traded at a wider discount to NAV, and liquidity at or close to NAV was provided by the Company's annual redemption facility pursuant to which Shareholders can elect to redeem all or part of their shareholding at a fixed point in each year (the "Redemption Facility"). The operation of the Redemption Facility is regularly reviewed by the Board and it operates at the Board's absolute discretion.
The Zero Discount Policy offers a number of benefits:
The General Meeting will be held at 24th Floor, The Shard, 32 London Bridge Street, London SE1 9SG on 12 August 2025 at 9.00 a.m.
Please note that photo identification may be required to access the building where the General Meeting is being held. If you are attending the General Meeting in person, please ensure you have current photo identification with you.
The Resolution to be proposed at the General Meeting will be a special resolution to authorise the Company to make market purchases of its own Shares up to an aggregate limit of 21,868,239 Shares (representing 14.99 per cent. of the Company's issued ordinary share capital (excluding Shares held in treasury) at the date of this document) or, if different, such amount as represents 14.99 per cent. of the Company's issued share capital (excluding Shares held in treasury) at the date of the passing of the Resolution.
A special resolution requires at least 75 per cent. of the votes cast in respect of it, whether in person or by proxy, to be voted in favour in order for it to be passed.
In accordance with the Articles, all Shareholders present in person or by proxy shall, upon a show of hands, have one vote and upon a poll, shall have one vote in respect of each Share held. In order to ensure that a quorum is present at the General Meeting, it is necessary for two Shareholders entitled to vote to be present, whether in person or by proxy (or, if a corporation, by a representative).
The formal notice convening the General Meeting is set out at the end of this document.
Shareholders are requested to appoint a proxy whether or not they wish to attend the General Meeting. The appointment of a proxy will not prevent Shareholders from attending the General Meeting and voting in person should they so wish.
Please submit your vote by proxy electronically using MUFG Corporate Markets' Signal Shares share portal service at www.signalshares.com or in hard copy form if you request a hard copy form of proxy from the Company's Registrar, MUFG Corporate Markets. In order to be valid, proxy appointments must be submitted using MUFG Corporate Markets' Signal Shares share portal service or in hard copy form to MUFG Corporate Markets at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL, in each case, by no later than 9.00 a.m. on 8 August 2025 or 48 hours before any adjourned meeting.
If you require a hard copy form of proxy (or assistance with how to complete, sign and return it) or assistance in submitting your proxy appointment electronically, please email MUFG Corporate Markets: [email protected], or call on +44 (0)371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Lines are open 9.00 a.m. to 5.30 p.m. Monday to Friday, excluding public holidays in England and Wales.
If you hold your Shares in uncertificated form (i.e. in CREST), you may appoint a proxy for the General Meeting by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual issued by Euroclear so that it is received by the Registrar (under CREST Participation ID RA10) by no later than 9.00 a.m. on 8 August 2025. The time of receipt will be taken to be the time from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
If you are an institutional investor, you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed upon by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io.
The Board considers the proposals set out in this document to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting.
The Directors intend to vote in favour of the Resolution in respect of their holdings of Shares, amounting to 200,301 Shares in aggregate (representing approximately 0.14 per cent. of the issued share capital of the Company as at the date of this document, excluding Shares held in treasury).
Yours faithfully
(Chairman)
In this document the words and expressions listed below have the meanings set out opposite them, except where the context otherwise requires:
| Articles | the articles of association of the Company, as amended from time to time |
|---|---|
| Company | Bellevue Healthcare Trust plc |
| CREST | the relevant system as defined in the CREST Regulations in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form |
| Directors or Board | the board of directors of the Company |
| Euroclear | Euroclear UK & International Limited |
| General Meeting | the general meeting of the Company to be held at 24th Floor, The Shard, 32 London Bridge Street, London SE1 9SG on 12 August 2025 at 9.00 a.m., for the purpose of considering and, if thought fit, approving the Resolution |
| Latest Practicable Date | 23 July 2025, being the latest practicable date prior to the publication of this document |
| NAV | the value of the assets of the Company less its liabilities, determined in accordance with the accounting principles adopted by the Company from time to time |
| Redemption Facility | the facility of the Company for the redemption of Shares as set out in the Articles |
| Register of Members | the register of members of the Company |
| Registrar | MUFG Corporate Markets |
| Resolution | the special resolution to be proposed at the General Meeting authorising the Company to make market purchases of its own Shares |
| Shareholder | a holder of Shares |
| Shares | ordinary redeemable shares of £0.01 each in the capital of the Company |
| Zero Discount Policy | has the meaning given to it in paragraph 1 of Part 1 of this document |
(Incorporated in England and Wales with company number 10415235 and registered as an investment company under section 833 of the Companies Act 2006)
Notice is hereby given that a general meeting of Bellevue Healthcare Trust plc (the "Company") will be held at 24th Floor, The Shard, 32 London Bridge Street, London SE1 9SG on 12 August 2025 at 9.00 a.m., to consider and, if thought fit, approve the following resolution which will be proposed as a special resolution:
That, in substitution for any existing authority, but without prejudice to the exercise of any authority prior to the date hereof, the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of 1 penny each in the capital of the Company, provided that:
NSM Funds (UK) Limited 46-48 James Street
Dated 25 July 2025
4th Floor Company Secretary London W1U 1EZ
Information regarding the meeting, including the information required by section 311A of the Companies Act 2006, is available from www.bellevuehealthcaretrust.com.
Only those holders of ordinary shares registered in the Company's Register of Members at close of business on 8 August 2025 or, if this meeting is adjourned, at close of business on the day two days prior to the adjourned meeting, shall be entitled to attend and vote at the meeting.
If you are a member of the Company at the time set out in note 2 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting. You can appoint a proxy using only the procedures set out in these notes and the notes to the proxy form.
A proxy does not need to be a member of the Company but must attend the meeting to represent you. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please indicate on your proxy submission how many shares it relates to.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
A hard copy form of proxy has not been sent to you but you can request one directly from the Registrar's, MUFG Corporate Markets' general helpline team +44 (0)371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Lines are open 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Alternatively, you can request a hard copy form of proxy via email at [email protected] or via postal address at MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
You may submit your proxy electronically using the Share Portal service at www.signalshares.com. Shareholders can use this service to vote or appoint a proxy online. The same voting deadline of 48 hours before the time of the meeting applies. Shareholders will need to use the unique personal identification Investor Code ("IVC") printed on your share certificate. If you need help with voting online, please contact MUFG Corporate Markets on +44 (0)371 664 0300 or via email at [email protected]. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Lines are open 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting to be held on the above date and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Company's agent (ID: RA10) by the latest time(s) for receipt of proxy appointments specified below. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
If you are an institutional investor, you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed upon by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 9.00 a.m. on 8 August 2025 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding, the first-named being the most senior.
To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off times for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have appointed a proxy using a hard copy proxy form and would like to change the instructions using another hard copy proxy form, please contact MUFG Corporate Markets as per the communication methods shown in note 4. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
In order to revoke a proxy instruction, you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to MUFG Corporate Markets, at the address shown in note 4. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed, or a duly certified copy of such power or authority, must be included with the revocation notice. The revocation notice must be received by MUFG Corporate Markets no later than 48 hours before the meeting.
If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights:
If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies.
Under section 319A of the Companies Act 2006, the Company must answer any question you ask relating to the business being dealt with at the meeting unless:
As at 23 July 2025, (being the latest practicable date prior to the date of this notice) the total number of shares in issue is 315,152,309 shares of 1p each with 169,266,790 shares held in treasury. The total number of shares with voting rights is therefore 145,885,519. On a vote by a show of hands, every holder of shares who (being an individual) is present in person, by proxy or (being a corporation) is present by a duly authorised representative, not being himself a member, shall have one vote. On a poll every holder of shares who is present in person or by proxy shall have one vote for every share held by him.
Except as provided above, members who have general queries about the meeting should use the following means of communication (no other methods of communication will be accepted):
You may not use any electronic address provided either in this notice of meeting or in any related documents (including the form of proxy for this meeting) to communicate with the Company for any purposes other than those expressly stated.
Perivan.com 271743
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