REG-UK Comm Prop REIT Ltd: Publication of Circular

UK Commercial Property REITAnnouncement

24/02/2020 07:05

24 February 2020

UK Commercial Property REIT Limited
LEI: 213800JN4FQ1A9G8EU25
 ("UKCM" or the "Company")
Publication of Circular

Further to the announcement released by UK Commercial Property REIT Limited
(the "Company") on 30 January 2020 and in accordance with the Company's
Articles, the Company has today published and sent to shareholders a circular
(the "Circular") convening an extraordinary general meeting to be held on 18
March 2020 (the "EGM") to consider an ordinary resolution to approve the
continuation of the Company (the "Resolution").

Background
Under the Articles, the Directors are required to put an ordinary resolution
to Shareholders to approve the continuation of the Company at a meeting of the
members to be held in 2020 and at seven yearly intervals thereafter. The
Investment Manager continues to identify attractive opportunities for the
Company's property portfolio and the Board believes it is important to give
Shareholders certainty as regards the Company’s continuation in order for
the Investment Manager to pursue the investment strategy effectively. The
Board is therefore proposing to convene the required EGM on 18 March 2020.

If the Resolution is passed, in accordance with the Company’s discount
control policy and the Articles, the Company will not propose another
continuation vote until the earliest to occur of (i) the discount to NAV
exceeding 5 per cent. for the period referred to above following the second
anniversary of the upcoming EGM or (ii) 2027.

Extraordinary General Meeting
The EGM has been convened for 12 noon on 18 March 2020 to be held at the
offices of Northern Trust, 50 Bank Street, Canary Wharf, London E14 5NT. All
Shareholders are entitled to attend, speak and vote on the Resolution to be
proposed at the EGM, which will be proposed as an ordinary resolution.

Shareholders will be sent a form of proxy for use at the EGM. Whether or not
shareholders propose to attend the EGM, they should complete the form of proxy
and return it in accordance with the instructions printed thereon. Completion
and return of the form of proxy will not prevent Shareholders from attending
and voting in person at the EGM, should they so wish.

Holders of Shares through one or more of the Aberdeen Standard Investment
Trust Share Plan, the Standard Aberdeen Investment Trust ISA and the Aberdeen
Standard Investment Plan for Children, will be sent a Letter of Direction in
relation to the EGM. Savings Scheme Participants should complete the Letter of
Direction and return it in accordance with the instructions printed thereon.
Alternatively, Savings Scheme Participants may request to be appointed as
proxy or authorised representative in respect of their holding to enable them
to attend and vote at the EGM by completing the relevant section on the Letter
of Direction.

If the Resolution is not passed, the Directors will convene a further
extraordinary general meeting of the Company to be held within six months of
the date of the EGM to consider the winding up of the Company or a
reconstruction of the Company, which will offer all Shareholders the
opportunity to realise their investment.

Recommendation
The Board considers that the continuation of the Company is in the best
interests of the Shareholders as a whole. Accordingly, the Board unanimously
recommends all Shareholders to vote in favour of the Resolution to be proposed
at the EGM. The Directors, who in aggregate have an interest in 178,445 Shares
(being 0.01 per cent. of the issued share capital), intend to vote their
entire beneficial holdings in favour of the Resolution.

Shareholder Voting Intentions
Phoenix Life Limited (through its subsidiaries) and Phoenix Life Assurance
Limited, the Company’s largest Shareholders, have irrevocably undertaken to
vote in favour of the Resolution. Phoenix Life Limited (through its
subsidiaries) and Phoenix Life Assurance Limited hold in aggregate 43.5 per
cent. of the issued Shares.

Important Information
Unless otherwise defined, the terms used in this announcement shall have the
same meaning as set out in the Circular.

A copy of the Circular will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM.

A copy of the Circular will also be available in electronic form on the
Company's website at www.ukcpreit.com.   

For further information please contact:

Will Fulton / Tom Elviss / Graeme McDonald, Aberdeen Standard Investments
Tel: 0131 245 2799 / 0131 528 4331/0131 372 0134

Edward Gibson-Watt / Oliver Kenyon, J.P. Morgan Cazenove
Tel: 020 7742 4000

Richard Sunderland / Claire Turvey / Eve Kirmatzis, FTI Consulting
Tel: 020 3727 1000



Copyright (c) 2020 PR Newswire Association,LLC. All Rights Reserved