Notification of Registration for Electronic Set...

SECURED PROPERTY DEVELOPMENTS PLC

Unit 6 ,Orchard Mews ,42 Orchard Road

Highgate,London N6 5TR

NOTIFICATION OF REGISTRATION FOR ELECTRONIC

SETTLEMENT JUNE 2015 

To: All members of the Company 

Notification of directors' resolution relating to the CREST system SECURED PROPERTY DEVELOPMENTS PLC ordinary shares of £0.20 each - ICAP ISDX Growth Market 

This is to give you notice, in accordance with the Uncertificated Securities Regulations 2001 (the Regulations), that on 22 June 2015, the Company resolved by a resolution of its directors that title to the ordinary shares of £0.20 each in the capital of the Company, in issue or to be issued, may be transferred by means of a relevant system. The resolution of the directors will become effective immediately. 

Explanatory note

The above notice is the notice that the Company is obliged to give to its members, under the Regulations, of the passing of a "directors' resolution" (as defined in the Regulations) in relation to its ordinary shares. The directors' resolution will enable the Company's ordinary shares to join CREST in due course. The shares have not become transferable by means of the CREST system merely by virtue of the passing of the directors' resolution; the permission of the Operator of the system, Euroclear UK & Ireland, must also be given before the shares can become so transferable.  The effect of the directors' resolution is to disapply, in relation to the ordinary shares, those provisions of the Company's articles of association that are inconsistent with the holding and transfer of those shares in CREST and any provision of the Regulations, as and when the shares concerned enter the CREST system The Company passed the above resolution because it has been notified by ICAP that with effect from January 2015, the Central Securities Depositories Regulation (CSDR) will come into force, which mandated that all transferable securities are required to be eligible for settlement in dematerialised form within CREST. The Company currently trades its shares on the ISDX market and has been advised further that to continue to be able to do so, it needs to have the capability to dematerialise its ordinary shares. The Company's shares have not previously been eligible for settlement in dematerialised form. The Company has considered the implications and options available and the Directors have concluded that it is in the best interests of the Company and its stakeholders to provide liquidity to its shares through continuing to trade them on the ISDX market and accordingly to dematerialise the ordinary shares so that they are eligible for settlement within CREST.

The necessary paperwork will now be completed and the Company will apply to Euroclear UK & Ireland to have the ordinary shares admitted to CREST so that moving forward they can be settled in either dematerialised form or in certificated form.

Registrars:

The Company has appointed Avenir Registrars Ltd to maintain the register of Ordinary Shares in CREST.

Avenir Registrars Ltd

Suite A, 6 Honduras Street,

London

EC1Y 0TH

[e-mail]

www.avenir-registrars.co.uk

Telephone [phone]

Process for dematerialisation by holders of eligible securities:

The information provided to shareholders principally refers to the obligations of the Issuers of a Security. For Holders, paper certificates may continue to exist in parallel with Securities enabled in CREST.  There is little direct impact other than the change to T+2 settlement cycle and impact on ex-dividend dates (that moved from 2 days to 1 day before record date).  However, this may give rise to practical barriers for transactions in paper Securities.  Holders should consult their financial adviser or stockbroker for details.  

Holders who wish to dematerialise their holdings may contact their stockbroker to lodge their holdings in an appropriate nominee or directly into a CREST personal member account.  The process will typically involve providing their share certificate along with an appropriately completed J30 stock transfer to their stockbroker.  The stockbroker will arrange dematerialisation of the holding via CREST counters and Avenir Registrars Ltd.

Future communications:

Nominees - holders of dematerialised securities held in an appropriate stockbroker Nominee should communicate directly with their stockbroker for holdings and other details.  The stockbroker will be able to provide all necessary support as the legal holder.

CREST Personal Member accounts - those who transfer their holdings into a CREST personal member account should also contact their stockbroker in the first instance as these are sponsored accounts and the stockbroker will have all appropriate details.  However, they may also contact the Registrars for details.

Physical Holdings - Those who continue to hold securities in certificated form may contact the Registrars who will arrange to provide electronic access to view their individual entry on the Register of Holders.  

Yours faithfully

I  H Cobden

Company Secretary

22 June 2015