Results of Scheme Court Meeti

RNS Number : 7415S

London & Stamford Property Ltd

15 September 2010

 



15 September 2010

LONDON & STAMFORD PROPERTY LIMITED ("LSP")

Registration No. 47816

Registered Office:

2ND FLOOR, REGENCY COURT, GLATEGNY ESPLANADE, ST. PETER PORT,

GUERNSEY, GY1 3NQ.

TELEPHONE: [phone]

FACSIMILE: + 44 1481 716117

EMAIL: [e-mail]

RESULTS OF SCHEME COURT MEETING &

EXTRAORDINARY GENERAL MEETING

LSP (AIM: LSP.L) is pleased to announce that both of the resolutions put to shareholders at the Scheme Court Meeting  and at the Extraordinary General Meeting (the "EGM") held earlier today were duly approved. The approved resolutions are as follows:

(a)  The establishment of London & Stamford Property plc ("the Company") as the holding company of LSP by way of a scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (the "Scheme") was approved at the Scheme Court Meeting; and

(b)  The internalisation of the management of the business by acquiring the business and assets of LSI Management LLP (the "Internalisation") was approved at the EGM.

The voting on both resolutions proposed were carried on a poll and the results are as follows:

Number of votes at Scheme Court Meeting (to approve the Scheme):

For:                        376,553,867        (100.0%)

Against:               Nil                          (0.0%)

Number of votes at EGM (to approve the Internalisation):

For:                        332,891,620        (95.5%)

Against:               15,589,268           (4.5%)

Withheld:           39,387,590

The Scheme remains subject to the sanction of the Guernsey Court (which is scheduled to occur on 28 September 2010) for it to become effective on Admission.

If the Scheme becomes effective, following the sanction of the Court:

·           existing LSP Shareholders will cease to own shares in LSP and will instead own shares in the Company (in the same proportions as their current shareholdings in LSP, save as a result of the issue of the Consideration Shares under the LSI Acquisition Agreement);

·           the Company will own the entire issued share capital of LSP;

·           LSP will continue to own the Property Portfolio;

·           the Company will be listed on the premium segment of the Official List of the UK Listing Authority and the PLC Existing Shares and the New Ordinary Shares will be traded on the Main Market for listed securities of the London Stock Exchange. LSP Existing Ordinary Shares will cease to be traded on AIM and the PLUS Market; and

·           the Enlarged Group will be a group UK-REIT upon Admission. The Company will be the principal company of the group UK-REIT.

If the Scheme is not sanctioned by the Court or does not become effective for any other reason, the Company will not apply for, or will withdraw any application for Admission. Furthermore, if the Scheme does not become effective, LSP will remain admitted to trading on AIM and the PLUS Market and will continue to be externally managed as at present. As a consequence, conversion to UK-REIT status will not occur.

For further information contact:

London & Stamford Property Limited Rochelle Thompson, Butterfield Fulcrum Group (Guernsey) Ltd  Company Secretary		Tel: [phone]
KBC Peel Hunt Ltd (Nominated Adviser, Joint Financial Adviser and Joint Broker)   Capel Irwin / David Anderson/ Kate Barlow	Tel: [phone]
Credit Suisse Securities (Europe) Limited (Joint Financial Adviser and Joint Broker)   George Maddison / Robert Mayhew / Murdo Montgomery	Tel: [phone]
Kreab Gavin Anderson         Richard Constant / James Benjamin / Anthony Hughes	Tel: [phone]

Capitalised terms used in this announcement have the same meanings ascribed to them as set out in the announcement by LSP on 5 August 2010.

Your attention is drawn to the expected timetable of principal events below.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	2010
Publication of the Prospectus	20 September
Scheme Court Hearing Date(1)	28 September
Scheme Record Date(1)	6.00 p.m. on 30 September
Cancellation of admission to trading on AIM and the PLUS Market, cessation of dealings in LSP Existing Ordinary Shares and disablement of LSP Existing Ordinary Shares in CREST(1)	7.00 a.m. on 1 October
Admission and dealings in the PLC Existing Ordinary Shares and the New Ordinary Shares expected to commence(1)	8.00 a.m. on 1 October
Effective Date of the Scheme(1)	1 October
CREST stock accounts credited in respect of the New Ordinary Shares(1)	8.00 a.m. on 1 October
Anticipated date for entry into UK-REIT regime	1 October
Despatch of definitive share certificates for New Ordinary Shares in certificated form	As soon as practicable, but no later than 14 days following Admissionfollowing Admission.

Notes:

(1)  These dates are indicative only and will depend, among other things, on the date of publication of the Prospectus and the date upon which the Court sanctions the Scheme.

The dates set out in the expected timetable of principal events above and mentioned throughout this announcement are based on LSP's current expectations and may be subject to change. If the expected Scheme Court Hearing Date changes, LSP will give adequate notice of the change by issuing an announcement through a Regulatory Information Services.

Notes to editors:

LSP is an authorised closed-ended investment company incorporated in October 2007 in order to exploit opportunities that it anticipated in the UK property cycle. LSP invests in commercial property, including office, retail and industrial real estate assets, principally in the UK, and has a property portfolio comprising of 15 investments, all of which are located in the UK.

LSI Management provides LSP with investment advisory and property management services and is authorised by the FSA to carry out certain regulated activities.

LSP is traded on AIM (LSP.L). Further information on LSP is available from LSP's website www.londonandstamford.com

KBC Peel Hunt which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for LSP and the Company and for no one else in connection with the Proposals and will not be responsible to any person other than LSP and the Company for providing the protections afforded to clients of KBC Peel Hunt, nor for providing advice in relation to the Proposals, the content of this announcement or any matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on KBC Peel Hunt by FSMA or the regulatory regime established thereunder, neither KBC Peel Hunt nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of KBC Peel Hunt in connection with this announcement, any statement contained herein or otherwise, nor makes any representation or warranty, express or implied, in relation to, the contents of this announcement, including its accuracy, completeness or verification or for any other statement purported to be made by KBC Peel Hunt, or on behalf of KBC Peel Hunt in connection with LSP, the LSP Existing Ordinary Shares or the Proposals. KBC Peel Hunt accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability to any person who is not a client of KBC Peel Hunt, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.

Credit Suisse which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for LSP and the Company and for no one else in connection with the Proposals and will not be responsible to any person other than LSP and the Company for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the Proposals, the content of this announcement or any matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Credit Suisse by FSMA or the regulatory regime established thereunder, neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise, nor makes any representation or warranty, express or implied, in relation to, the contents of this announcement, including its accuracy, completeness or verification or for any other statement purported to be made by Credit Suisse, or on behalf of Credit Suisse in connection with LSP, the LSP Existing Ordinary Shares or the Proposals. Credit Suisse accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability to any person who is not a client of Credit Suisse, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.

 

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