Pre-Annual General Meeting Information • Dec 20, 2023
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own financial advice as soon as possible from your stockbroker, bank, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 ("FSMA") if you are in the United Kingdom, or, if you are not in the United Kingdom, from another appropriately authorised independent professional adviser.
If you sell or transfer, or have sold or transferred, all of your Ordinary Shares, please send this document (but not the accompanying personalised 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 delivery to the purchaser or transferee. However, this document should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you sell or transfer, or have sold or transferred, only part of your holding of Ordinary Shares, you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.
(Incorporated and registered in England and Wales with registered number 09090446) (Registered as an investment company under section 833 of the Companies Act 2006)
and
Shareholders should read the whole of this document. Nevertheless, your attention is drawn, in particular, to the letter from the Chairman of the Company which is set out on pages 5 to 10 of this document and which contains the unanimous recommendation from the Directors that you vote in favour of the Resolution to be proposed at the General Meeting.
Capitalised terms used throughout this document shall have the meanings ascribed to them in Part 2 of this document, unless the context otherwise requires.
The contents of this document should not be construed as legal, financial or tax advice. Each Shareholder should consult their own legal, financial or tax adviser for legal, financial or tax advice (as appropriate).
Notice of the General Meeting of the Company to be held at the offices of Dickson Minto W.S., Dashwood House, 69 Old Broad Street, London EC2M 1QS at 10.00 a.m. on 11 January 2024 is set out at the end of this document. Details of the actions you are recommended to take are set out on page 9 of this document.
All Shareholders are encouraged to vote in favour of the Resolution to be proposed at the General Meeting and, if their Ordinary Shares are not held directly, to arrange for their nominee to vote on their behalf. A Form of Proxy for use in connection with the General Meeting is enclosed. To be valid for use at the General Meeting, the Form of Proxy must be completed and returned in accordance with the instructions printed thereon to the Registrar, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible, and, in any event, so as to be received no later than 48 hours (excluding non-working days) before the time of the General Meeting. Alternatively, Shareholders may appoint a proxy or proxies electronically by visiting www.investorcentre.co.uk/eproxy and following the instructions. Proxies submitted via www.investorcentre.co.uk/eproxy must be transmitted so as to be received by the Registrar by no later than 48 hours (excluding non-working days) before the time of the General Meeting. Shareholders who hold their Ordinary Shares in uncertificated form (i.e. in CREST) may vote using the CREST electronic voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of General Meeting set out at the end of this document). Proxies submitted via CREST for the General Meeting must be transmitted so as to be received by the Registrar as soon as possible and, in any event, by no later than 48 hours (excluding non-working days) before the time of the General Meeting.
No person has been authorised to give any information or make any representation other than those contained in this document and, if given or made, such information or representation must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in it is correct as at any subsequent time.
The information included herein is based upon information available as at the date of this document and, except as requested by the Financial Conduct Authority or required by the Listing Rules, the Disclosure Guidance and Transparency Rules, each as appropriate, or any other applicable law, will not be updated.
This document is dated 20 December 2023.
Certain statements contained herein constitute forward-looking statements. Forward-looking statements including, without limitation, statements typically containing words such as "intends", "anticipates", "targets", "estimates", "believes", "should", "plans", "will", "expects" and similar expressions or statements that are not historical facts are intended to identify those expressions or statements as forward-looking statements. The statements are based on the assumptions and assessments by the Board and are naturally subject to uncertainty and changes in circumstances. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, local and global political and economic conditions, future income of the Company being lower than expected, expected cost savings not being realised fully or in line with expected timeframes, competitive pressures in the industry increasing and interest rate fluctuations and legal or regulatory developments and changes. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements.
Neither the Company nor any of its Directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
Forward-looking statements contained in this document apply only as at the date of this document. Other than in accordance with its legal or regulatory obligations (including under the Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules and UK MAR) the Company is not under any obligation and the Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
No statement in this document is intended as a profit forecast or profit estimate for any period.
This document is not a prospectus and it does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security.
References to "£", "GBP", "pounds", "pounds sterling", "sterling", "p" and "pence" are to the lawful currency of the United Kingdom.
Certain financial data has been rounded, and, as a result of this rounding, the totals of data presented in this document may vary slightly from the actual arithmetic totals of such data.
| Publication of this document and the Notice of General Meeting | 20 December 2023 |
|---|---|
| Last day of dealing in the Ordinary Shares through CREST on a normal rolling two day settlement basis |
8 January 2024 |
| Deadline for receipt of Forms of Proxy | 10.00 a.m. on 9 January 2024 |
| Close of Register of Members, Record Date for participation in the members' voluntary liquidation and Settlement of Shares disabled in CREST |
6.00 p.m. on 10 January 2024 |
| Suspension of Ordinary Shares from listing on the Official List and from trading on the Main Market |
7.30 a.m. on 11 January 2024 |
| General Meeting | 10.00 a.m. on 11 January 2024 |
| Appointment of Liquidators | 11 January 2024 |
| Cancellation of the listing of the Ordinary Shares on the Official List and of the trading of the Ordinary Shares on the Main Market |
8.00 a.m. on 12 January 2024 |
All references to time in this document are to London (UK) time, unless otherwise stated.
The timetable set out above and referred to throughout this document and any accompanying document may be subject to change. If any of the above times and/or dates should change, the new times and/or dates will be announced to Shareholders through a Regulatory Information Service.
(Incorporated and registered in England and Wales with registered number 09090446) (Registered as an investment company under section 833 of the Companies Act 2006)
Directors: Registered Office: William Hill (Chairman) The Scalpel Karyn Lamont 52 Lime Street Imogen Moss London EC3M 7AF Jamie Skinner
20 December 2023
Dear Shareholder
As announced by the Company on 29 September 2023, following approval by Shareholders at the general meeting of the Company held on 26 September 2023, the Company completed the sale (the "Disposal") of the entirety of its property portfolio to RI UK 1 Limited, a wholly owned subsidiary of Realty Income Corporation, for a headline consideration of £200.8 million, prior to agreed and customary deductions.
At the time of the Disposal, the Board confirmed its intention to seek Shareholder approval for the members' voluntary liquidation of the Company with the aim of distributing the Company's net assets (which comprise of cash) to Shareholders, unless an appropriate corporate opportunity was found.
No appropriate opportunity has been identified and, accordingly, after careful consideration, the Board believes it is in Shareholders' best interests that the Company be wound up so as to return capital to Shareholders by the most efficient means possible. The Board has, therefore, resolved to recommend to Shareholders that the Company enter into a members' voluntary liquidation (the "Proposal").
This document describes the background to the Proposal and explains why the Board unanimously considers the Proposal to be in the best interests of the Company and its Shareholders as a whole, and recommends that Shareholders vote in favour of the Resolution at the General Meeting.
The General Meeting is to be held at the offices of Dickson Minto W.S., Dashwood House, 69 Old Broad Street, London EC2M 1QS at 10.00 a.m. on 11 January 2024 for the purpose of seeking Shareholder approval of the Resolution.
The business to be conducted at the General Meeting is set out in the Notice of General Meeting at pages 16 to 19 (inclusive) of this document. You will be asked to consider and vote on the Resolution set out in the Notice. An explanation of the Resolution is given below.
The Company was launched in October 2014, and since then has been successful in its objective of providing Shareholders with an attractive level of income, paying monthly dividends to investors on an uninterrupted basis over its nine-year life.
However, the Board recognised from the outset that the Company needed to grow its equity base if it was to achieve its long-term investment goals. Its founding Shareholders invested with the expectation that this would happen. As the Company emerged from the COVID-19 pandemic, the Board was determined to look for opportunities to achieve this goal and secure the long-term viability of the Company. The Board therefore carried out an internal strategic review in the summer of 2021 and decided that the Company should be entirely focussed on retail warehousing.
Although the switch in the investment strategy was well received by Shareholders and the market, with the Company's discount narrowing, the ability to execute the growth part of the strategy continued to be frustrated by the discount to NAV at which the Ordinary Shares traded. With no prospects of the Company growing organically over the short to medium term, the Board was acutely aware that this was a major concern to its larger Shareholders. Low levels of liquidity in the Ordinary Shares impact on share price; a small market capitalisation limits the ability of larger investors to achieve their desired quantum of investment commitment, creating the risk of stock overhangs; constraints on the ability to diversify across larger schemes in the retail warehouse market due to the relatively small size of the Company impact on risk and return; and cost inefficiencies from operating a subscale company detract from performance.
The Board carefully evaluated whether the benefits of the status quo as a specialist REIT with a very capable investment manager, a clear investment proposition and a share rating better than many of its peers within the REIT sector outweighed the costs of the continued operation of the Company in its current form and size. The Board concluded the weight of the Company's size-related issues would have a material ongoing adverse effect on Shareholder value if the Company was unable to grow. It was against this backdrop that the Board, after consultation with the Company's largest Shareholder, announced the Strategic Review on 16 March 2023.
The Board considered merger proposals from a number of counterparties alongside other proposals such as share and cash offers for the Company and the disposal of the entirety of its property portfolio as part of the Strategic Review. The Board concluded that realising the Company's assets and putting the Company in a position to return cash to Shareholders represented the best means of maximising Shareholder value, and it therefore convened a general meeting of the Company in September 2023 to seek Shareholder approval of the Disposal. Shareholders duly approved the Disposal by a large majority at that general meeting.
The principal benefits of the Disposal and the resulting return of cash to Shareholders were assessed as follows:
Post the completion of the Disposal ("Completion"), the Company has held the cash proceeds of the Disposal, together with its existing cash reserves, in interest bearing current accounts, save for a small amount which has been held in a current account for operating expenses. £113 million of cash has been held in a blocked account as security for the Debt Facilities that were successfully novated to the Company from the Company's subsidiaries immediately prior to Completion, and the interest earned from funds in the blocked account has exceeded the cost of servicing the Debt Facilities by approximately 2.35 per cent. on an annualised basis. This will enable the Company to generate income, net of interest costs, of approximately £660,000 over the period from Completion to 11 January 2024 (assuming the Company enters into members' voluntary liquidation on that date and either repays or novates the Debt Facilities (see below for further information) shortly prior to this) in relation to the principal loan balance of £111.1 million. The Company has also maintained its pre-Disposal level of dividend since Completion, paying dividends of 0.4167 pence per Ordinary Share on 29 September 2023, 31 October 2023 and 30 November 2023 and having declared an interim dividend of 0.4167 pence per Ordinary Share on 14 December 2023 which is expected to be paid on 8 January 2024 (the "Post-Disposal Dividends"). As set out in the announcement made by the Company on 14 December 2023, the Company does not anticipate declaring any further dividends, assuming it enters into members' voluntary liquidation on 11 January 2024.
At the time of the Disposal, the Board confirmed its intention to seek Shareholder approval for the members' voluntary liquidation of the Company with the aim of distributing the Company's net assets (which comprise of cash) to Shareholders, unless an appropriate corporate opportunity was found.
No appropriate corporate opportunity has been identified and, accordingly, after careful consideration, the Board believes it is in Shareholders' best interests that the Company be wound up so as to return capital to Shareholders in the most efficient means possible. It has, therefore, resolved to recommend to Shareholders that the Company enter into a members' voluntary liquidation.
The Board is recommending the Company be placed into members' voluntary liquidation. This requires the approval of Shareholders at the General Meeting.
It is proposed that Derek Neil Hyslop and Richard Peter Barker, both licensed insolvency practitioners of Ernst & Young LLP, Atria One, 144 Morrison Street, Edinburgh EH3 8EX be appointed as joint liquidators of the Company (the "Liquidators"), and that their remuneration shall be determined by the Company. The winding up of the Company will be a solvent winding up in which it is intended that all creditors will be paid in full. The appointment of the Liquidators will become effective subject to, and immediately upon, the passing of the Resolution at the General Meeting, at which point the powers of the Directors will cease.
The Liquidators will then assume responsibility for the winding up of the Company, and shall, among other things: (i) pay any fees, costs and expenses of the Company; (ii) discharge the liabilities of the Company; (iii) obtain tax clearance for the pre- and post-liquidation periods from HMRC; and (iv) distribute the Company's surplus assets to Shareholders.
In order to facilitate the implementation of the Proposal, the Ordinary Shares will be suspended from listing on the Official List and from trading on the Main Market with effect from 7.30 a.m. on 11 January 2024, being the date of the General Meeting.
If the Resolution is subsequently passed at the General Meeting, this will result in the cancellation of the listing of the Ordinary Shares on the Official List and the Ordinary Shares ceasing to trade on the Main Market. It is expected that the cancellation of listing and trading would take effect from 8.00 a.m. on 12 January 2024.
The Company has served on Aviva notice to prepay the amounts outstanding under the Debt Facilities on 5 January 2024, four Business Days in advance of the proposed members' voluntary liquidation. The Company is currently in discussions with its Investment Manager and Aviva with a view to novating the Debt Facilities to Ediston Capital Limited in advance of the prepayment date. The Company will be reimbursed by the Investment Manager for any costs incurred in bringing the novation into effect and will be entitled to receive a share of the difference between the interest received and the interest paid on the amounts drawn under the Debt Facilities for a short period following liquidation. In any event, it is expected the Debt Facilities will either be prepaid or novated to Ediston Capital Limited and the Company will be released in full from all obligations in respect of the Debt Facilities prior to the members' voluntary liquidation becoming effective.
It is currently estimated that the NAV per Share as at liquidation will be no less than 70.21 pence, with such figure to increase by an additional 0.17 pence per Ordinary Share provided certain tax clearances are received as expected from HMRC in due course. When aggregated with the Post-Disposal Dividends totalling 1.67 pence per Ordinary Share paid or to be paid by the Company since 29 September 2023, Shareholders will thus have received back a minimum of 71.88 pence per Ordinary Share in total, materially in line with the estimation of 72.0 pence per Ordinary Share made at the time of the Disposal in September 2023.
This total return equates to a 17.5 per cent. premium to the Ordinary Share price of 61.2 pence as at 15 March 2023 (the closing price immediately prior to the Strategic Review Announcement), a 13.7 per cent. premium to the Ordinary Share price of 63.2 pence as at 2 August 2023 (the closing price immediately prior to the Strategic Review Update Announcement) and a 10.6 per cent. premium to the average Ordinary Share price over the twelve months to 2 August 2023 (being the date immediately prior to the Strategic Review Update Announcement).
Given the Company's assets comprise wholly of cash, and assuming the Resolution is passed, the Liquidators expect to make an initial distribution to Shareholders within five Business Days of the Company having entered into members' voluntary liquidation (the "Initial Distribution"). It is estimated that the value of the Initial Distribution will be no less than 69.0 pence per Ordinary Share, and will comprise the vast majority of the Company's assets.
The Liquidators will retain the balance to meet the current, future and contingent liabilities of the Company, including the costs and expenses (inclusive of VAT, if applicable) of the liquidation not already paid at the point of liquidation, and potential tax liabilities.
Once the Liquidators have satisfied all the claims of creditors of the Company and paid the costs and expenses of the liquidation and obtained tax clearance for pre- and post-liquidation periods from HMRC, it is expected the Liquidators will make a final distribution to Shareholders of any residual cash. The final distribution, if any, will be at a time to be determined solely by the Liquidators but is envisaged to be in the region of six to nine months after the entry into of the members' voluntary liquidation.
All Shareholders on the Register of Members as at 6.00 p.m. on 10 January 2024, being the Record Date, will be entitled to any distributions made during the course of the liquidation.
In order to comply with the Company's obligations under the UK's domestic and international sanctions regimes, no distribution made pursuant to the implementation of the Proposal (including, for the avoidance of doubt, the Initial Distribution) will be paid to a Sanctions Restricted Person.
If appointed, the Liquidators will be entitled to receive remuneration for their services by reference to the time properly given by them and their staff, as well as raise and draw invoices in respect of disbursements, on the terms set out in the Liquidators' Engagement Letter and in the Resolution.
The fixed costs of the Proposal are estimated to be approximately £455,000 (inclusive of VAT to the extent applicable), which includes the fees of the Liquidators and those of the Company's advisers. This represents approximately 0.3 per cent. of the Company's NAV as at 30 September 2023. These costs will be discharged by the Company, to the extent not already paid, in due course following the General Meeting.
The fixed costs of the Disposal were approximately £3.44 million (inclusive of VAT to the extent applicable). This represents approximately 2.02 per cent. of the Company's NAV as at 30 June 2023.
The Company is taking steps to ensure the appointments of its service providers, including its AIFM and Investment Manager will terminate in the event the Resolution is passed at the General Meeting and the Company enters into members' voluntary liquidation on 11 January 2024.
If the Resolution is passed, the Company will retain the services of its Registrar, Computershare Investor Services PLC, during the liquidation period to assist with the liquidation process, as is customary in members' voluntary liquidations of this nature.
The implementation of the Proposal will require Shareholders to vote in favour of the Resolution to be proposed at the General Meeting.
The Resolution relates to the approval of the Company being wound up voluntarily and the appointment of the Liquidators for the purpose of the winding up. It grants the Liquidators authority to make distributions in cash to the Shareholders (after payment of the Company's liabilities and after deducting the costs of implementation of the Company's winding up), in proportion to their holdings of Ordinary Shares in accordance with the provisions of the Articles. It also grants the Liquidators authority to exercise certain powers laid down in the Insolvency Act 1986 and determines the remuneration of the Liquidators by reference to the time spent attending to matters connected with the liquidation.
The Resolution will be proposed as a special resolution. A special resolution requires a majority of at least 75 per cent. of votes cast to be cast in favour in order for it to be passed.
The Resolution will be voted on by way of a poll. The Board believes a poll is more representative of Shareholders' voting intentions because Shareholders' votes are counted according to the number of Ordinary Shares held and all votes validly tendered are taken into account. The results of the poll will be published on the Company's website and will be released via a Regulatory Information Service as soon as practicable following the close of the General Meeting.
If the Resolution is not passed at the General Meeting, the Company shall continue in operation until other proposals can be put forward following consultation with Shareholders.
The Notice of General Meeting at the end of this document sets out the full text of the Resolution.
Notice of the General Meeting, which will be held at the offices of Dickson Minto W.S., Dashwood House, 69 Old Broad Street, London EC2M 1QS at 10.00 a.m. on 11 January 2024, is set out at the end of this document.
The Board strongly urges Shareholders to vote, whether online, via a CREST Proxy Instruction or by a hard copy Form of Proxy in accordance with the instructions contained therein, on the Resolution as early as possible and the Board recommends that Shareholders appoint the chair of the General Meeting as their proxy and no-one else.
All Shareholders are encouraged to vote in favour of the Resolution to be proposed at the General Meeting and, if their Ordinary Shares are not held directly, to arrange for their nominee to vote on their behalf.
Shareholders are requested to complete and return proxy appointments to the Registrar by one of the following means:
In each case, the proxy appointment must be received by the Registrar as soon as possible and, in any event, so as to arrive by no later than 48 hours (excluding non-working days) before the time of the General Meeting.
Completion and return of a proxy appointment (whether online, via a CREST Proxy Instruction or by a hard copy Form of Proxy) will not prevent you from attending and voting in person at the General Meeting should you wish to do so.
Further details regarding the appointment of proxies are set out in the Notice of General Meeting at the end of this document.
A Shareholder who receives a distribution of cash in the course of the liquidation of the Company should be treated as making a disposal or part disposal of his or her Ordinary Shares for the purposes of UK taxation of chargeable gains which may, depending on such Shareholder's individual circumstances (including the availability of exemptions, reliefs and allowable losses), give rise to a chargeable gain or allowable loss for the purposes of UK taxation of chargeable gains.
Shareholders who are not resident in the UK (excluding, in the case of an individual Shareholder, Shareholders who are only temporarily non-resident in the UK) for UK tax purposes should not be subject to UK tax on chargeable gains on a disposal, or part disposal, of Ordinary Shares unless such Ordinary Shares are used, held or acquired for the purposes of a trade, profession or vocation carried on in the UK through a branch or agency or, in the case of a corporate Shareholder, through a permanent establishment. Such Shareholders may be subject to foreign tax on any gain under local law.
The UK tax code contains provisions which permit HMRC to counteract tax advantages arising from certain transactions in securities by (among other things) treating some or all of the proceeds of capital disposals as distributions of income. Generally speaking, these provisions should not apply where it can be shown that the transactions in question were entered into for genuine commercial reasons and did not involve as one of their main objects or purposes the obtaining of a tax advantage. Shareholders are advised to take independent advice as to the potential application of these and other anti-avoidance provisions in the light of their own particular circumstances. Application has not been made to HMRC for clearance as to these matters.
The information in this document relates to UK taxation applicable to the Company and its Shareholders and is based on current legislation and what is understood to be current HMRC practice. The statements above relate to persons who are absolute beneficial owners of the Ordinary Shares and may not apply to certain classes of persons, such as dealers in securities. Such statements are given by way of general summary only and do not constitute legal or tax advice to any Shareholder. Shareholders who are in any doubt as to any applicable taxation consequences to them of the Proposal should seek advice from a qualified independent financial adviser or tax specialist.
The Board considers that the Proposal and the passing of the Resolution to be proposed at the General Meeting are 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, as the Directors intend to do in respect of their own beneficial holdings, which, in aggregate, amount to 370,775 Ordinary Shares, representing approximately 0.175 per cent. of the Company's issued Ordinary Share capital as at 18 December 2023.
Yours faithfully
William Hill Chairman
The following definitions apply throughout this document unless the context requires otherwise.
| AIFM | Ediston Investment Services Limited, a private limited company incorporated in England and Wales with registered number 09626337 and having its registered office at Dashwood House, 69 Old Broad Street, London EC2M 1QS |
|---|---|
| Articles of Association or Articles | the articles of association of the Company |
| Aviva | Aviva Commercial Finance Limited, a private limited company incorporated in England and Wales with registered number 02559391 and having its registered office at St Helen's, 1 Undershaft, London EC3P 3DQ |
| Board | the board of Directors of the Company |
| Business Day | a day (other than a Saturday or Sunday or public holiday in England and Wales) on which banks are open in London for general commercial business. |
| Companies Act 2006 | the Companies Act 2006, as amended from time to time |
| Company | Ediston Property Investment Company plc, a public limited company incorporated in England and Wales with registered number 09090446 and having its registered office at The Scalpel, 52 Lime Street, London EC3M 7AF |
| Completion | the completion of the Disposal on 29 September 2023 |
| CREST | the UK-based system for the paperless settlement of trades in listed securities and the holding of uncertificated listed securities operated by Euroclear in accordance with the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended from time to time |
| CREST Manual | the manual published by Euroclear describing the CREST system, as amended from time to time |
| CREST Proxy Instruction | a proxy appointment or instruction made using CREST, authenticated in accordance with Euroclear's specifications and containing the information set out in the CREST Manual |
| Debt Facilities | the debt facilities provided to the Company by Aviva pursuant to the facility agreement entered into between EPIC (No. 2) Limited and Aviva, dated 15 November 2017 as amended and restated and novated to the Company pursuant to an amendment and restatement and novation deed dated 26 September 2023 |
| Directors | the directors of the Company from time to time |
| Disclosure Guidance and Transparency Rules |
the Disclosure Guidance and Transparency Rules made by the FCA for the purposes of Part VI of FSMA |
| Disposal | the disposal by the Company of the entirety of its property portfolio on 29 September 2023 |
| Ediston Capital Limited | Ediston Capital Limited, a private limited company incorporated in England and Wales with registered number 12733810 and having its registered office at The Broadgate Tower, Level 13, 20 Primrose Street, London EC2A 2EW |
|---|---|
| EU Market Abuse Regulation | Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing the Directive of the European Parliament and of the Council of 28 January 2003 and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC |
| Euroclear | Euroclear UK and International Limited, a private limited company incorporated in England and Wales with registered number 02878738 and having its registered office at 33 Cannon Street, London EC4M 5SB, being the operator of CREST |
| Financial Conduct Authority or FCA | the Financial Conduct Authority of the United Kingdom whose place of business is at 12 Endeavour Square, London E20 1JN, including any replacement or substitute therefor, and any regulatory body or person succeeding, in whole or in part, to the functions thereof |
| Form of Proxy | the form of proxy for use by Shareholders in connection with the General Meeting, which accompanies this document |
| FSMA | Financial Services and Markets Act 2000, as amended from time to time |
| General Meeting | the general meeting of the Company to be held at the offices of Dickson Minto W.S., Dashwood House, 69 Old Broad Street, London EC2M 1QS at 10.00 a.m. on 11 January 2024 (or any adjournment thereof), notice of which is set out at the end of this document (the "Notice of General Meeting" or "Notice") |
| HMRC | HM Revenue & Customs |
| Initial Distribution | the distribution expected to be made by the Liquidators to Shareholders within five Business Days of the Company having entered into members' voluntary liquidation, the estimated value of which is 69.0 pence per Ordinary Share |
| Investment Manager | Ediston Properties Limited, a private limited company incorporated in England and Wales with registered number 04910369 and having its registered office at Dashwood House, 69 Old Broad Street, London EC2M 1QS |
| Liquidators | Derek Neil Hyslop and Richard Peter Barker of Ernst & Young LLP, Atria One, 144 Morrison Street, Edinburgh EH3 8EX |
| Liquidators' Engagement Letter | the agreement entered into between the Company and the Liquidators, dated 14 November 2023 |
| Listing Rules | the Listing Rules made by the FCA for the purposes of Part VI of FSMA, as amended from time to time |
| London Stock Exchange | London Stock Exchange plc, a public limited company incorporated in England and Wales with registered number 02075721 and having its registered office at 10 Paternoster Square, London EC4M 7LS |
|---|---|
| Main Market | the main market for listed securities of the London Stock Exchange |
| NAV or Net Asset Value | the value, as at any date, of the assets of the Company after deduction of all its liabilities, before deducting dividends that have been declared but not paid as at the relevant date, determined in accordance with the accounting policies adopted by the Company from time to time |
| Official List | the official list maintained by the Financial Conduct Authority |
| Ordinary Shares or Shares | the ordinary shares of 1 penny each in the capital of the Company |
| Proposal | the proposal that the Company be placed into members' voluntary liquidation |
| Prospectus Regulation Rules | the Prospectus Regulation Rules made under Part VI of FSMA, as amended from time to time |
| Realty Income Corporation | Realty Income Corporation, a US real estate investment trust listed on the New York Stock Exchange (NYSE: O) |
| Record Date | 10 January 2024 |
| Register of Members | the Company's register of members |
| Registrar | Computershare Investor Services PLC, a public limited company incorporated in England and Wales with registered number 03498808 and having its registered office at The Pavilions, Bridgwater Road, Bristol BS13 8AE |
| Regulatory Information Service or RIS | any of the regulatory information services set out in Appendix 3 of the Listing Rules |
| Resolution | the special resolution relating to the placing of the Company into members' voluntary liquidation to be proposed at the General Meeting |
| RI UK 1 Limited | RI UK 1 Limited, a company incorporated in Jersey with registered number 129808 and having its registered office at 47 Esplanade, St Helier, Jersey JE1 0BD, being a wholly-owned subsidiary of Realty Income Corporation |
| Sanctions Authority | each of: |
| • the United States government; |
|
| • the United Nations; |
• the European Union (or any of its member states);
the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and His Majesty's Treasury
that is organised or resident in a country or territory which is the target of comprehensive country sanctions administered or enforced by any Sanctions Authority; or
• that is otherwise the subject of or in violation of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (a) the current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf (the "SSI List"); (b) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended by Council Regulation No. 960/2014 (the "EU Annexes"); or (c) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes.
| Shareholders | holders of Ordinary Shares from time to time |
|---|---|
| Strategic Review | the strategic review undertaken by the Board in order to assess the options for the future of the Company with a view to maximising value for Shareholders over the medium term, as described in the Strategic Review Announcement |
| Strategic Review Announcement | the announcement published by the Company via a Regulatory Information Service on 16 March 2023 in relation to the Strategic Review |
| Strategic Review Update Announcement | the announcement published by the Company via a Regulatory Information Service on 3 August 2023 in |
Sanctions Restricted Person each person or entity:
relation to the Strategic Review
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
UK MAR the UK version of the EU Market Abuse Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Market Abuse (Amendment) (EU Exit) Regulations 2019
(Incorporated and registered in England and Wales with registered number 09090446) (Registered as an investment company under section 833 of the Companies Act 2006)
NOTICE IS HEREBY GIVEN that a general meeting of Ediston Property Investment Company plc will be held at 10.00 a.m. on 11 January 2024 at the offices of Dickson Minto W.S., Dashwood House, 69 Old Broad Street, London EC2M 1QS to consider and, if thought fit, to pass the following resolution which will be proposed as a special resolution.
By order of the Board Registered office:
JTC (UK) Limited 52 Lime Street Company Secretary London EC3M 7AF
The Scalpel
Dated: 20 December 2023
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.