REG-UK Comm Prop REIT Ltd: Notice of EGM

UK Commercial Property REITAnnouncement

29/03/2019 14:50

UK COMMERCIAL PROPERTY REIT LIMITED

LEI: 213800JN4FQ1A9G8EU25

29 MARCH 2019

NOTICE OF EGM

UK Commercial Property REIT Limited (the "Company") announces that it has
today published a circular (the "Circular") convening an extraordinary general
meeting to be held at 9.30 a.m. on 18 April 2019 (the "General Meeting").

Proposed changes to the investment policy

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 in the Circular, this is 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.

Rule 9 Waiver

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.

If any shares were to be purchased by the Company pursuant to the Share Buy
Back Authority granted at the annual general meeting held on 20 June 2018 (or
any share buy back authority granted by Shareholders at the upcoming annual
general meeting to be held in June 2019) and the entities comprising the
Concert Party did not dispose of a proportionate amount of their holding,
then, pursuant to Rule 37 of the Takeover Code, in the absence of a waiver
from the Takeover Panel, the Concert Party would be required to make a general
cash offer to all the remaining Shareholders of the Company to acquire their
shares.

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 and therefore the aggregate number of Shares held by the Concert Party
represented 46.71 per cent. of the Company’s issued share capital.

In order to give the Company flexibility to utilise the Share Buy Back
Authority granted at the annual general meeting held on 20 June 2018 (and any
share buy back authority granted by Shareholders at the annual general meeting
to be held in June 2019) without triggering a mandatory bid obligation, the
Company has consulted with the Takeover Panel and secured a waiver of 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 (the "Rule 9 Waiver"). 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. The Rule 9 Waiver, if
approved, will expire at the conclusion of the AGM of the Company in 2020.

Shareholders are requested to complete the Form of Proxy in relation to the
General Meeting and return it to the Company's Registrars as soon as possible,
but in any event to be received no later than 9:30 a.m. on 16 April 2019.

Terms defined in the Circular have the same meanings in this announcement
unless the context requires otherwise.

The Circular has also been submitted to the National Storage Mechanism and
will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.

For further information please contact:

Graeme McDonald, Aberdeen Standard Investments
Tel: 0131 245 3151

Douglas Armstrong, Dickson Minto W.S.
Tel: 020 7649 6823



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