Result of General Meeting

RNS Number : 5889T

TR Property Investment Trust PLC

14 December 2012

 



14 December 2012

FOR IMMEDIATE RELEASE

TR PROPERTY INVESTMENT TRUST PLC

CONVERSION OF SIGMA SHARES INTO ORDINARY SHARES

TR Property Investment Trust plc (the "Company") today held a General Meeting and separate class meetings (the "Class Meetings") of the holders of Ordinary shares and the holders of Sigma shares at F&C Asset Management plc, Exchange House, Primrose Street, London EC2A 2NY. 

Each resolution, proposed as a special resolution and put to each of the General meeting and the Class Meetings was voted on by way of a show of hands and was passed by the shareholders.  Accordingly, the directors of the Company intend to implement a conversion (the "Conversion") of all the existing Sigma Shares into Ordinary Shares and to merge the underlying portfolios, as set out in a circular (the "Circular") sent to shareholders on 22 November 2012. 

Based on the NAV of the Sigma and Ordinary Share classes on the Calculation Date of 12 December 2012, and taking into account the conversion charge of two per cent. to the NAV of the Sigma Pool as at that date and the deduction of 0.48 per cent. of costs, the Conversion NAV per Ordinary share is 201.48 pence and per Sigma Share is 100.19 pence.  Accordingly, the Conversion ratio is 0.4973.  Based on the Conversion ratio, every Sigma Share held by each Sigma shareholder will be converted into 0.4973 Ordinary Shares.

The number of Ordinary Shares that each Sigma shareholder will receive for its holding of Sigma shares will be determined by the Conversion ratio (calculated to four decimal places (with 0.00005 being rounded down)).  For the avoidance of doubt, fractions of Ordinary Shares will not be issued, with fractional entitlements rounded down to the nearest whole number of Ordinary Shares.

It is anticipated that the Sigma Shares will be suspended from listing on the UKLA's Official List and from trading on the London Stock Exchange's main market for listed securities (the "Main Market") with effect from 7.30 a.m. on 17 December 2012 and that the Ordinary Shares resulting from the Conversion will be admitted to listing on the Official List and to trading on the Main Market with effect from 8.00 a.m. on the same day.  It is also anticipated that the Sigma Shares will be cancelled from listing on the Official List and from trading on the Main Market with effect from 8.00 a.m. on 18 January 2013. 

The full text of the resolutions passed at the General Meeting and the Class Meetings and a full description of the Conversion are set out in the Circular, a copy of which is available for inspection at: www.morningstar.co.uk/uk/uk/NSM

The details of the proxy votes lodged at each of the General Meeting and the Class Meetings are set out below:

General Meeting

Resolution	For	Against	Discretion	Withheld
(A) to adopt the amended Articles of Association of the Company; (B) to approve the conversion all the Sigma Shares into Ordinary Shares; (C) to adopt new Articles of Association of the Company upon implementation of the Conversion; (D) to authorise the directors to buy back any deferred shares arising from the Conversion pursuant to a contract for purchase, to approve such contract and to authorise the Company to enter into such contract; and (E) to authorise the directors to capitalise a sum not exceeding £3,000,000 standing to the credit of the Company's share premium account and to allot and issue such bonus shares up to an aggregate nominal amount of £3,000,000.	196,926,491 (99.00%)	1,347,893 (0.68%)	635,812 (0.32%)	3,389,005

Class meeting of holders of Ordinary Shares

Resolution	For	Against	Discretion	Withheld
(A) to approve the conversion of all the Sigma Shares into Ordinary Shares; and (B) to approve the passing of the special resolution at the General Meeting.	104,415,326 (98.07%)	1,477,151 (1.39%)	576,487 (0.54%)	3,223,504

Class meeting of holders of Sigma Shares

Resolution	For	Against	Discretion	Withheld
(A) to approve the conversion of all the Sigma Shares into Ordinary Shares; and (B) to approve the passing of the special resolution at the General Meeting.	93,275,512 (99.82%)	124,826 (0.13%)	39,654 (0.05%)	140,642

Terms defined in the Circular shall have the same meanings in this announcement unless the context requires otherwise.

Contact:

Chris Lunn, Cenkos Securities plc                                             0207 397 1912

Dion Di Miceli, Cenkos Securities plc                                         0207 397 1921

Marcus Phayre-Mudge, Thames River Capital LLP                       0207 360 1331

Nicola Sayers, Capita Company Secretarial Services                   0207 954 9529

 

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