TIDMIMPT
RNS Number : 9860B
Industrial Multi Property Trust PLC
10 April 2017
INDUSTRIAL MULTI PROPERTY TRUST PLC
Notice of Extraordinary General Meeting
Industrial Multi Property Trust plc (the "Company") announces
that it is today posting a circular (the "Circular") to
Shareholders containing a notice convening an Extraordinary General
Meeting to be held at the offices of FIM Capital Limited, IOMA
House, Hope Street, Douglas, Isle of Man, IM1 1AP at 11.00 a.m. on
11 May 2017.
The Notice of Extraordinary General Meeting includes four
ordinary resolutions (the "Resolutions"), including three
requisitioned by Alpha Real Trust (the "Requisitioned Resolutions")
and one proposed by the Board of the Company (the "Ratification
Resolution").
Background to the Extraordinary General Meeting
On 23 March 2017, the Company announced that it had received a
letter from Alpha Real Trust requisitioning another extraordinary
general meeting of the Company. Alpha Real Trust has proposed three
Resolutions, being the Requisitioned Resolutions, which are related
to the Company's on-going relationship with Hansteen Holdings PLC
("Hansteen").
On 23 March 2017, Hansteen announced that its Offer had been
declared unconditional in all respects and that Hansteen either
held or had received valid acceptances of the Offer in respect of a
total of 4,336,732 Shares, representing approximately 51.56 per
cent. of the current issued share capital of the Company. As at 7
April 2017, Hansteen either held or had received valid acceptances
of the Offer in respect of a total of 4,352,262 Shares,
representing approximately 51.75 per cent. of the current issued
share capital of the Company and, accordingly, the Company became a
subsidiary of Hansteen. Alpha Real Trust, together with its
connected party Antler Investment Holdings Limited, held
approximately 26.6 per cent. of the current issued share capital of
the Company as at 7 April 2017.
On 17 February 2017, the Company announced that, assuming the
Offer became or was declared unconditional, Hansteen intended (as
soon as it was appropriate and possible to do so) to procure the
removal of the Shares from trading on the SFS.
On 6 April 2017, a resolution was proposed at a meeting of the
Board that the Company file notice with the LSE to cancel trading
of the Shares on the SFS (the "Cancellation"). The Company is not
required to seek the approval of Shareholders in order for it to
effect the Cancellation. However, as a matter of good governance,
the Independent Directors believe it is appropriate that the
decision of the Board to proceed with the Cancellation should be
ratified by the Shareholders. Accordingly, in order to be
effective, the resolution of the Board to proceed with the
Cancellation must be ratified by the Shareholders. The Board has
therefore proposed a fourth Resolution, being the Ratification
Resolution, to be considered at the EGM alongside the three
Requisitioned Resolutions proposed by Alpha Real Trust.
Hansteen has confirmed to the Company that it intends to close
the Offer for further acceptance on the earlier of: (i) if the
Ratification Resolution is passed, at 1.00 p.m. on a date which is
at least 14 days after the date on which the Cancellation takes
effect; and (ii) if the Ratification Resolution is not passed, at
1.00 p.m. on a date which is at least 14 days after the date of the
EGM.
Ordinary Resolutions to be proposed at the Extraordinary General
Meeting
The ordinary resolutions requisitioned by Alpha Real Trust:
(1) THAT the Company or its subsidiaries are prohibited from
entering into any contract or commercial arrangement with Hansteen
Holdings PLC or any of its associated companies which involves a
potential conflict of interest without first obtaining the approval
of non-Hansteen shareholders.
(2) THAT the Company discloses regularly to shareholders details
of all matters that give rise to a conflict of interest with
Hansteen or any of its associated companies within each reporting
period and that the records of how such conflict was dealt with are
available to shareholders for inspection.
(3) THAT the Company's Investment Objective be amended to
include "No assets of the Company may be sold to Hansteen or any of
its associated companies without independent scrutiny and the
approval of the non-Hansteen shareholders."
The ordinary resolution proposed by the Board of Industrial
Multi Property Trust:
(4) THAT the decision of the Board to cancel trading of the
Shares on the Specialist Fund Segment of the London Stock
Exchange's Main Market be approved, confirmed and ratified.
Action to be taken and recommendation
Taking into account the forthcoming closure of the Offer and the
resulting position of the Company, the Independent Directors are
providing no recommendation as to whether Shareholders should vote
for or against the Requisitioned Resolutions (being Resolutions 1-3
(inclusive)).
The Independent Directors unanimously recommend Shareholders
vote FOR the Ratification Resolution (being Resolution 4) to be
proposed at the EGM.
Whether Shareholders vote for or against the Resolutions will
depend on each Shareholder's circumstances and is a decision which
each Shareholder must make for itself in light of its individual
circumstances and personal investment objectives.
Terms used and not defined in this announcement have the meaning
given to them in the Circular.
For further information, please contact:
Philip Scales
Director, Industrial Multi Property Trust PLC
+44 (0) 1624 681250
Robert Finlay
Financial Adviser and Broker, Stockdale Securities Limited
+44 (0) 20 7601 6100
This information is provided by RNS
The company news service from the London Stock Exchange
END
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