RNS Number:0460Y
UK Balanced Property Trust Ltd(The)
08 June 2007
NOT FOR RELEASE OR PUBLICATION IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA OR JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THE UK BALANCED PROPERTY TRUST LIMITED
(Registered in Guernsey - Number 39171)
Registered Office:
C/o BUTTERFIELD FUND SERVICES (GUERNSEY) LIMITED
P.O. BOX 211, REGENCY COURT, GLATEGNY ESPLANADE, ST. PETER PORT,
GUERNSEY, GY1 3NQ, CHANNEL ISLANDS.
___________________________
TELEPHONE: + 44 1481 720321
FACSIMILE: + 44 1481 716117
e-mail: Funds@bfmgl.gg
Immediate Announcement
8 June 2007
THE UK BALANCED PROPERTY TRUST LIMITED (the "Company")
PUBLICATION OF CIRCULAR
INTRODUCTION
The UK Balanced Property Trust Limited (the "Company") is a Guernsey registered
property investment company which is listed on the Official List of the UK
Listing Authority. The Company's investment objective is to provide Shareholders
with a high level of income together with the prospect of income and capital
growth from investing in a diversified portfolio of UK commercial property.
On 18 May 2007, Scottish Widows Unit Funds Limited (''SWUF'') announced that it
had served a requisition on the Company requiring the Company to convene an
extraordinary general meeting to propose resolutions to remove the Independent
Directors, appoint the SWUF Nominated Directors and instruct the SWUF Nominated
Directors to put forward the SWUF reconstruction proposals. A copy of the
Requisition and details of the SWUF Proposals were sent to the Independent
Directors hours before the SWUF Announcement was made. The Board did not have
the opportunity to consider fully the SWUF Proposals before they were announced
by SWUF.
The Requisition requires the Board to convene an extraordinary general meeting.
The Company has today published a circular (the "Circular") convening that
extraordinary general meeting and explaining the matters to be considered at the
Extraordinary General Meeting. The Circular includes the unanimous
recommendation of the Independent Directors that Shareholders vote against the
SWUF Resolutions.
KEY CONSIDERATIONS FOR SHAREHOLDERS
In considering the matters set out in this document and the SWUF Resolutions,
the Independent Directors believe that Shareholders should consider the
following points.
* The Independent Directors will act in the best interests of all Shareholders.
* The SWUF Nominated Directors have indicated that they will support the SWUF
Proposals only. They have not stated that they will invite or consider other
proposals.
* SWUF has stated that it is acting in the best interests of
its policyholders NOT the Shareholders of the Company.
* The Independent Directors will consider proposals that will offer
Shareholders the opportunity to realise their investment for an amount above
NAV and/or the opportunity to roll-over their investment in a tax
efficient manner.
* The Independent Directors have received offers for the Company's property
portfolio (on the terms described below) which would equate to a net asset
value on liquidation of approximately 165.3p per Share. The Independent
Directors estimate that the SWUF Proposals would equate to a net asset value
on liquidation of approximately 160.6p per Share (subject to the performance
of the property portfolio up to the date of liquidation).
SHAREHOLDERS ARE RECOMMENDED TO VOTE AGAINST THE SWUF RESOLUTIONS SO AS TO
PROVIDE THE INDEPENDENT DIRECTORS THE OPPORTUNITY TO BRING FORWARD PROPOSALS
THAT MAXIMISE RETURNS FOR SHAREHOLDERS.
BACKGROUND TO THE CHANGE OF INVESTMENT MANAGER AND RECENT EVENTS
Set out below is a detailed description of the circumstances surrounding the
change to the Company's investment manager and the other recent events.
* Since the launch of the Company in March 2002, eleven senior individuals
involved in the establishment, management, administration and marketing of
the Company have resigned from SWIP. The Board had been seriously
concerned about the level of staff turnover at SWIP relating to the
management of the Company.
* Tom Laidlaw, former Head of Property at SWIP, and Mike Channing, former
Deputy Head of Property at SWIP, have been involved in the management of the
Company since March 2002. Michael Cunningham has been the lead fund manager
of the Company since July 2003.
* On 31 July 2006, Tom Laidlaw, Head of Property at SWIP, and Mike Channing,
Deputy Head of Property at SWIP, resigned. The Board was informed that SWIP
would move quickly to appoint a new Head of Property to replace the interim
head who was not a property professional. No such appointment has yet been
made.
* On 10 August 2006, the Board negotiated a letter with SWIP to protect the
interests of Shareholders from further manager upheaval at SWIP. This letter
provided that the Company could serve 12 months' notice at any time up to
10 February 2007 and such notice would be deemed to have been served on 10
August 2006, and could serve notice between 10 February 2007 and 10 August
2007 and such notice would only be six months in duration.
* In October 2006, the Board sought comfort from SWIP that the Company's lead
fund manager, Michael Cunningham, was suitably incentivised and was committed
to SWIP for the long term. SWIP informed the Board that Michael Cunningham
had agreed to an increased notice period of six months. The Board
subsequently discovered that this was untrue.
* On 6 November 2006, Michael Cunningham resigned from SWIP on three months'
notice.
* On 20 November 2006, the Board was notified of this resignation and announced
that it was reviewing the ongoing management of the Company.
* During November and December 2006, the Board and its advisers undertook a
review of all of the possible options for the management of the Company. This
included considering a number of different management groups and
consideration of unsolicited and solicited approaches from alternative fund
managers.
* In December 2006, the Board concluded that the two preferred candidates with
whom to take forward discussions were SWIP, i.e. the status quo, or to seek
to engage the previous management team. This decision was based on the fee
levels that could be achieved but also importantly on the manager's knowledge
of the particular properties and markets in which the Company operated. This
was also based on the Board's desire to offer a degree of continuity in the
successful management of the Company.
* The Board places great emphasis on the nature of commercial property
investment management. Unlike equity or bond management, the skill of a
property manager lies in his ability to understand the specific
characteristics of the properties in his portfolio and to understand the
local property market as much, if not more, than the macroeconomic
environment.
* The Board asked SWIP to make a presentation to them on 12 December 2006. At
this presentation SWIP proposed a change in investment strategy to sell a
proportion of the Company's properties and re-invest the proceeds in
''prime'' properties. ''Prime'' properties generally offer a much
lower rental yield although generally from stronger covenanted tenants. At
that time ''prime'' properties had a net yield of between approximately 3.75
per cent. and 5.0 per cent. and the Company's properties had a net yield of
5.7 per cent. SWIP also offered to reduce its management fees, but to 10
basis points higher than it subsequently offered.
* Following the presentation by SWIP, the Board became very seriously concerned
as to whether SWIP was willing to commit suitable and sufficient resources to
the Company. The Board was also concerned that SWIP's proposed investment
strategy would result in significant costs, including sale costs,
re-investment costs and stamp duty land tax (in aggregate, approximately
7.25 per cent. of the gross proceeds of the re-investment strategy), would
leave the Company partly uninvested while SWIP sourced new properties and
would result in conflict with other funds for which SWIP was seeking
properties. The Board concluded that the SWIP investment strategy would make
it difficult to maintain the current level of dividend.
* On 16 January 2007, SWIP re-confirmed its proposed strategy although it was
then described as a strategy to find new properties that had better quality
tenants, longer lease lengths and higher rental income yields. This strategy
was in direct contradiction with the fundamentals of property investment -
better quality tenants and longer lease lengths are associated with lower
rental income yields. By this point the Board had lost faith in SWIP. SWIP
also offered to reduce its fees by a further 10 basis points.
* In December 2006 and January 2007, the Board had also been taking steps to
explore whether it could secure the services of the previous management team
as an option for consideration during the review of the ongoing management of
the Company. The Board was of the view that continuity of successful
management was important for Shareholders and the performance of the Company.
* In February 2007, the Board had concluded discussions with the previous
management team, who had by this time become directors of Cordatus Partners.
* In February 2007, the Chairman of the Company and the Company's adviser met
with or spoke to a number of the larger Shareholders. The support of these
Shareholders for the change in investment manager was unanimous and it was
only SWIP that objected to the change.
* The terms of the proposed appointment of Cordatus Partners were announced by
the Board on 15 February 2007. These terms included a significant reduction
in the management fees, additional protection for the Company if any two of
the key employees left Cordatus Partners and a 25 per cent. equity stake in
Cordatus Partners for a consideration of #100,000. Cordatus Partners also
indicated that, in return for a two year initial notice period (in this
sector such notice periods typically run for between three and four years and
SWIP had enjoyed a three year initial period in its agreement with the
Company), Cordatus Partners would pay the compensation of #1.35 million
to SWIP for the termination of its investment management agreement. The
Company entered into heads of terms, which, typically for these types of
arrangements, legally required each party to negotiate in good faith to reach
agreement on these points and bound the parties to legal duties of
confidentiality. The Company did not enter into a legally binding investment
management agreement with Cordatus Partners at this time.
* The improved terms of the management arrangements with Cordatus Partners
and the confidence the Board had in the strength of the Cordatus Partners'
team and the continuation of the successful investment strategy of the
Company allowed the Board to announce an increase in the projected dividend.
The Board would not have increased the projected dividend based on the SWIP
investment strategy.
* The Board was aware of SWIP's discontent at the change of investment manager.
SWIP had indicated that its clients, including SWUF, wanted to dispose of
their holdings for cash and did not want to continue their exposure to the
Company's properties. Therefore Frank Malcolm (one of the directors of the
Company at the time, also head of corporate finance at Brewin Dolphin
Securities and now deceased) and the Company's adviser met with SWIP on
27 February 2007 and indicated that the Company would consider assisting SWIP
to achieve an exit for its clients but that, since all other Shareholders
were supportive and not a single Shareholder had requested an exit, it was
not in the best interests of all Shareholders at that time to undertake a
costly reconstruction to satisfy the demand of just SWIP. At this meeting it
was suggested that the Company would assist SWIP in exiting through the
market at as close to NAV as possible. Mr Malcolm asked SWIP to respond to
this proposal and SWIP agreed to discuss this with its clients and respond.
* On 16 March 2007, the Company's adviser contacted SWIP to enquire as to why
no response was forthcoming. This communication went unanswered by SWIP.
* On 20 April 2007, SWIP undertook ''dawn raids'' on the home addresses of
Tom Laidlaw and Mike Channing and the business premises of Cordatus Partners
under section 1 of the Administration of Justice (Scotland) Act 1972.
Documents and hard drives were removed in these raids. In relation to
these raids, SWIP confirmed to the Court that it expected to raise actions
against Tom Laidlaw and Mike Channing for solicitation of the Company as a
client of SWIP and solicitation of Michael Cunningham as a senior employee of
SWIP. These legal proceedings are still ongoing.
* On 1 May 2007, Cordatus Partners was appointed as the Company's investment
manager.
* On 15 May 2007, Cordatus Partners delivered a cheque to SWIP for
#1.35 million for compensation in accordance with the terms of SWIP's
agreement with the Company.
* On 17 May 2007, the cheque cleared.
* On 18 May 2007, SWUF announced the service of the Requisition.
THE SWUF PROPOSALS
The SWUF Proposals include the removal of the Independent Directors, the
appointment of the SWUF Nominated Directors and an instruction that the SWUF
Nominated Directors put forward the SWUF reconstruction proposals. The SWUF
reconstruction proposals will require a special resolution to be passed at a
subsequent extraordinary general meeting before they can be implemented. The
SWUF Resolutions to be proposed at the EGM do not implement the SWUF
reconstruction proposals.
The SWUF reconstruction proposals propose that the Company would be wound up,
that the assets of the Company and the existing listed debt issued by UK
Balanced Property Finance Limited would be transferred to a new company and that
SWUF would offer a cash exit to Shareholders at or close to NAV at the time the
SWUF Proposals are implemented. Under the SWUF Proposals, Shareholders would be
offered the opportunity to roll-over their investment into a new investment
company to be managed by SWIP.
Further details of the SWUF Proposals are set out in the announcement made by
SWUF on 18 May 2007.
THE INDEPENDENT DIRECTORS' RESPONSE TO THE SWUF PROPOSALS
The Independent Directors will consider any proposals that will offer
Shareholders an opportunity to realise their investment at or above NAV.
The Independent Directors wish to work with SWUF in a constructive manner to
establish whether the SWUF Proposals are in the best interests of all
Shareholders. The Board is also currently in discussions with a number of
interested parties that it believes offer the possibility of a better return for
Shareholders than the current SWUF Proposals.
Following an initial review of the SWUF Proposals by the Board and its advisers,
the Board has the following concerns regarding statements made in the SWUF
Announcement.
* SWUF has indicated that Shareholders would be offered a cash exit ''at or
close to net asset value''. This does not recognise that portfolios of
properties have been sold for prices in excess of their valuation.
In addition it does not reflect the fact that a purchaser of the Company's
property portfolio would not suffer any stamp duty land tax at 4 per cent. on
the gross value due to the structure of the Company's subsidiaries. Typically
such stamp duty land tax saving could be for the benefit of the vendor, i.e.
the Company and all its Shareholders. Accordingly, a sale of all or part of
the Company's property portfolio could be undertaken for a significant
premium to its valuation. The Company has already received offers from
independent financial institutions that indicate that all or part of the
Company's portfolio could be sold at a premium to the current valuation
(on the terms described below).
* SWUF has stated that its proposals would offer an exit ''at or close to net
asset value'' and that this amount would be determined by the Company's
valuation immediately prior to the implementation of the SWUF Proposals.
Depending on how long these proposals take to implement, it is highly likely
that they would be based on the Company's valuation on 30 September 2007
or later. The SWUF Proposals are not based on the current valuation and
therefore the SWUF Proposals could offer a cash exit at a significantly lower
amount than the current NAV subject to the performance of the property market
over the remainder of 2007.
* The Independent Directors understand that SWUF has considerable cash
resources. SWUF would incur costs equal to 5.75 per cent. (approximately
#25 million) to acquire commercial property of the same value as the gross
asset value of the Company (based on industry standard acquisition costs and
stamp duty land tax of 4 per cent.). Under the SWUF reconstruction
proposals, SWUF would not incur any expenses in buying the Company. The
Independent Directors would seek to negotiate a considerably higher price
from SWUF to recognise this significant cost saving.
* SWUF has indicated that its proposals would offer a cash exit based on a
''terminal asset value''. After discussion with the Company's auditors,
the Board can confirm that the terminal asset value on a winding up of
the Company will have deducted from it the un-amortised costs of the listed
debt issued in 2006. These costs have already been incurred by the Company.
This amount is not included in the published net asset value of a Share
calculated under International Accounting Standards. The un-amortised amount
of the costs is #1.73 million (resulting in a reduction to NAV of 0.9p per
Share). The offer price under the SWUF Proposals is uncertain.
* The SWUF Announcement states that the existing #120 million of listed debt
issued by UK Balanced Property Finance Limited will be novated to the
roll-over company. The Company's advisers have discussed this proposal with
the trustee of the listed debt. Such a proposal would require the approval of
the creditors by way of a note holder meeting. It would be highly
unlikely for such approval to be given without a significant re-negotiation
of the terms of the listed debt. Such negotiations typically take several
months to complete and can be very expensive. Even if SWUF proposed to repay
the debt rather than novate, under the terms of the debt, such repayment
could not take place as part of the proposed winding up and the Company would
need to draw down bridging debt prior to the winding up. If this is the case
then the SWUF Proposals would require the Company to take on expensive short
term bridging debt prior to knowing whether a winding up resolution would be
passed and there is likely to be a delay before a resolution could be
proposed.
* The SWUF Announcement highlights the track record of the property team at
SWIP. This performance track record focuses on five of the top performing
SWIP property funds, including the Company. During all but a few months of
this track record, Tom Laidlaw was responsible for the overall management of
these property funds and chaired the investment committee that approved every
investment decision. During almost all of this period, Mike Channing was
deputy chairman of the investment committee and was also the lead fund
manager on three out of the five funds (SWIP Client 1, SWIP Client 2 and
SWUF itself) and Michael Cunningham was lead fund manager of the Company.
None of these individuals is still employed by SWIP. SWIP cannot claim the
performance track record as its own as a significant part of this performance
was generated by the property managers at Cordatus Partners.
* SWIP has indicated that it would be entitled to a fee for managing the assets
of the proposed roll-over company equivalent to 0.65 per cent. per annum of
gross assets and out of this it would bear the irrecoverable managing agents'
costs (estimated at 0.1 per cent. per annum of gross assets). This would
equate to a net annual fee of approximately #2.4 million. However, under the
terms of the demutualisation of Scottish Widows plc, the costs of SWUF are
capped at pre-demutualisation levels. Accordingly, the Independent Directors
understand that SWIP is not entitled to charge the policyholders of SWUF more
than 0.10 per cent. per annum on property funds managed by it. The
Independent Directors further understand that SWIP is required to rebate the
excess fees on gross assets back to SWUF. Accordingly, assuming SWUF holds
the maximum of 75 per cent. of the equity of the roll-over company, SWIP
would be managing around #400 million worth of property currently comprising
93 properties and 400 tenants for a net annual fee of approximately #600,000.
SWIP is paying #2.5 million towards the costs of the SWUF Proposals. The
Independent Directors do not believe that this is a sustainable basis on
which to manage effectively a property portfolio of this size and nature.
* SWUF's current property requirements (as publicly notified by SWIP to Propex,
a property trading service) are for central London offices with a lot size of
#20 million to #80 million and retail warehousing with a lot size of #15
million to #75 million. The average lot size of the Company's properties is
#4 million. The Company holds no central London offices or retail
warehouses within these lot sizes. None of the Company's properties falls
within the SWUF property requirements. The Independent Directors are
seriously concerned that SWUF would not be committed in the long term to the
proposed roll-over company that would hold the same portfolio as the Company.
* The SWUF Announcement states that the SWUF Nominated Directors are
independent of the Scottish Widows Group and Lloyds TSB. It also states that
each of the proposed directors has indicated his support for the SWUF
Proposals. It does not state that the SWUF Nominated Directors would
consider alternative proposals (even if they may offer better value) and it
does not state that they intend to scrutinise whether the SWUF Proposals are
in the best interests of all Shareholders. Shareholders should also note that
the Takeover Panel has confirmed that under the Code on Takeovers and Mergers
the SWUF Nominated Directors are acting in concert with SWUF. Shareholders
should also note that SWUF's legal adviser has confirmed that it is also
acting as solicitors to two of the SWUF Nominated Directors in their personal
capacity in relation to the SWUF Proposals. On the basis of these facts, the
Independent Directors do not believe that the SWUF Nominated Directors are
independent of SWUF.
* Jim McConville, chairman of SWUF, is quoted in the SWUF Announcement as
saying ''This (The SWUF Proposal) is about making the right investment
decisions in the best interests of our policyholders.'' The Independent
Directors do not believe that anyone, including the SWUF Nominated
Directors, should assume that what is considered by SWUF to be in the best
interests of its policyholders will necessarily be in the best interests of
the Shareholders of the Company.
Notwithstanding these concerns with the SWUF Proposals, the Independent
Directors believe that they will be able to commence negotiations with SWUF on
the structure and commercial terms of its proposals and with other parties on
alternative proposals.
INFORMATION ON THE INDEPENDENT DIRECTORS
Set out below are the details of the Independent Directors of the Company that
SWUF are proposing to remove.
Peter Harwood
Peter Harwood (Chairman), aged 59. He is an Advocate of the Royal Court of
Guernsey and has been a partner with Ozannes since 1983, specialising in the
establishment and operation of collective investment schemes. He was formerly
Chairman of TSB Bank (Channel Islands) Limited and is a non-executive director
of several listed investment funds. He was appointed as Chairman of the Guernsey
Financial Services Commission in February 2006.
Nicola Adamson
Nicola Adamson, aged 48. She is qualified as a Scottish and English solicitor. A
former non-executive director of Rathbone Trust Company Jersey Limited and Bank
of Scotland Offshore Limited, she has 20 years experience of advising and
administering substantial offshore trusts and investment companies. She is a
principal of a specialised offshore training company, Network CPD Limited, and
sits on the boards of a number of private investment companies.
Peter Le Cheminant
Peter Le Cheminant, aged 53. He qualified as a chartered surveyor in 1979 and
has been an executive director of Martel Maides Limited, estate agents, valuers,
auctioneers and property consultants since 1988. He has over 20 years experience
in both commercial and general property matters. In 1992 he was elected Fellow
of the Royal Institution of Chartered Surveyors and in 1999 he was admitted as a
Member of the Chartered Institute of Arbitrators. He is also a director of Close
Accelerated Return Fund and Develica Deutschland Limited.
Stephen Vernon
Stephen Vernon, aged 57. He is a chartered surveyor and is the Chairman of Green
Property Limited (formerly Green Property plc), a property investment company.
Prior to his appointment as managing director of Green Property plc in 1993, he
was group managing partner of St. Quintin, a firm of chartered surveyors.
Throughout his career, he has specialised in the financing and development of
commercial property, including shopping centres, offices and industrial and
business parks. He is also a non-executive director of Henderson Global Property
Companies Limited.
The SWUF Nominated Directors are Malcolm King (aged 62), a chartered surveyor
and also managing director of Eversleigh Investment & Property Co. Ltd, King
Properties Co. Ltd and Machrie Hotel & Golf Links Co. Ltd, Richard Prosser (aged
45), an accountant and also a director of Threadneedle International Property
Fund, Phoenix Spree Deutschland Limited and Lamont Property (Jersey) Limited,
and Charles Wilkinson (aged 63), a solicitor and a director of Asset Management
Investment Company Plc, European Utilities Trust plc, Landore Resources Limited
and Summit Germany Limited.
PROPOSALS OF THE INDEPENDENT DIRECTORS
It is the Independent Directors' intention that, subject to the SWUF Resolutions
being rejected by Shareholders, they will proceed as quickly as possible to
implement suitable proposals that will offer Shareholders the opportunity to
realise their investment in the Company for an amount above NAV and/or the
opportunity to retain or roll-over their investment in a tax efficient manner in
or into a vehicle that offers a similar investment objective to that of the
Company.
The Independent Directors have already received cash offers from financial
institutions for the Company's entire property portfolio. If the property
portfolio was sold on the best terms indicated, this would equate to a NAV on
liquidation of approximately 165.3p per Share. This calculation is based on the
NAV per Share as at 31 March 2007 after deducting the full costs of the sale of
the entire property portfolio and the costs of the liquidation of the Company,
including a roll-over option (on the same basis as the SWUF Proposals). The NAV
per Share as at 31 March 2007 has also been adjusted to deduct the dividend paid
in April 2007 and the costs incurred to date in relation to the matters set out
in this document. This calculation also assumes that, as noted above, the costs
of the issue of the listed debt in 2006 which have already been incurred are
deducted from the NAV per Share.
The offers referred to above are conditional on satisfactory due diligence and
agreement on the terms of a legal contract. The Company undertook a detailed due
diligence exercise at the time of the issue of the 'AAA' listed debt in March
2006. The Independent Directors are confident that a sale could be implemented
on these terms in a short period of time. The Independent Directors intend to
continue to invite offers for all or part of the property portfolio with a view
to maximising value for Shareholders. The Board will consult with Shareholders
before proceeding with any sale and may consider alternative proposals. Any sale
or reconstruction will be subject to Shareholder approval.
The Independent Directors estimate that the ''terminal asset value'' referred to
in the SWUF Proposals would equate to a NAV on liquidation of approximately
160.6p per Share. This amount assumes that, as noted above, the costs of the
issue of the listed debt in 2006 which have already been incurred are deducted
from the NAV per Share and that otherwise the calculation is based on the NAV
per Share as at 31 March 2007 as adjusted as stated above.
Shareholders should note that SWUF is not offering cash on the basis of the NAV
per Share on 31 March 2007 but on the basis of the valuation of the property
portfolio at the time the SWUF Proposals could be implemented, which is likely
to be in several months time. Accordingly, the SWUF offer price will be subject
to the performance of the Company's property portfolio over the period until the
SWUF Proposals could be implemented.
There is no guarantee that either the SWUF Proposals or the Board's proposals
can be implemented. The Independent Directors will keep Shareholders updated on
the progress of their proposals. The Board has convened the EGM for a date that
will give the Shareholders the opportunity to consider the Board's alternative
proposals fully and to give the opportunity to the Independent Directors to
maximise returns for all Shareholders.
EXTRAORDINARY GENERAL MEETING
The Extraordinary General Meeting of the Company has been convened for 10.00
a.m. on Tuesday, 31 July 2007, to be held at Regency Court, Glategny Esplanade,
St Peter Port, Guernsey GY1 3NQ. All Shareholders are entitled to vote on the
SWUF Resolutions to be proposed at the EGM, all of which will be proposed as
ordinary resolutions.
COPIES OF THE CIRCULAR
Copies of the Circular have been submitted to the FSA, and will shortly be
available for inspection at the FSA's Document Viewing Facility which is
situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel: 020 7066 1000
ENQUIRIES:
Douglas Armstrong, Dickson Minto W.S.
0207 628 4455/0131 225 4455
Nigel Russell/Graeme Caton/Graham Reaves, G&N Collective Funds Services Limited
0131 226 4411
Stephanie Highett/Dido Laurimore, Financial Dynamics
020 7269 7160
DEFINITIONS:
"Company" The UK Balanced Property Trust Limited
"Cordatus Cordatus Partners Limited
Partners"
"Extraordinary the extraordinary general meeting of the Company convened for
General Meeting" 31 July 2007
or "EGM"
"Independent Peter Harwood, Nicola Adamson, Peter Le Cheminant and Stephen
Directors" or Vernon
"Board"
"NAV" the net asset value of a Share at the relevant time
"Requisition" the requisition served by State Street Nominees Limited on
behalf of SWUF that requisitions, pursuant to section 70 of
the Companies (Guernsey) Law, 1994 (as amended) and in
accordance with Article 46 of the articles of association of
the Company, an extraordinary general meeting of the Company
to be convened to consider the resolutions included in the
notice of the Extraordinary General Meeting
"Shareholders" holders of Shares
"Shares" ordinary shares of 25p each
"SWIP" Scottish Widows Investment Partnership Limited
"SWUF" or Scottish Widows Unit Funds Limited
"Scottish
Widows"
"SWUF the announcement made by SWUF on 18 May 2007 relating to the
Announcement" SWUF Proposals
"SWUF Nominated Malcolm King, Richard Prosser and Charles Wilkinson
Directors"
"SWUF Proposals" the proposals from SWUF to approve the SWUF Resolutions which
remove the Independent Directors, appoint the SWUF Nominated
Directors and instruct the SWUF Nominated Directors to put
forward the SWUF reconstruction proposals
"SWUF the resolutions proposed by SWUF and set out in the
Resolutions" Requisition and the notice of the EGM
IMPORTANT NOTE:
Dickson Minto W.S., which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting solely for The UK Balanced Property
Trust Limited and for no one else in connection with the matters set out in this
announcement and will not regard any other person as its client or be
responsible to anyone other than The UK Balanced Property Trust Limited for
providing the protections afforded to clients of Dickson Minto W.S. or for
providing advice in relation to these matters or the contents of this
announcement. This announcement, which has been issued by The UK Balanced
Property Trust Limited, has been approved by Dickson Minto W.S. solely for the
purposes of section 21 of the Financial Services and Markets Act 2000.
This announcement does not constitute, or form part of, any offer, or
solicitation of any offer, for securities.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOESSMFEASWSESM
Uk Balanced Property Trust (LSE:UBR)
Historical Stock Chart
From Jan 2025 to Feb 2025
Uk Balanced Property Trust (LSE:UBR)
Historical Stock Chart
From Feb 2024 to Feb 2025
