Publication of Circular

24 February 2020

UK Commercial Property REIT Limited
LEI: 213800JN4FQ1A9G8EU25
 ("UKCM" or the "Company")
Publication of Circular

Further to the announcement released by UK Commercial Property REIT Limited (the "Company") on 30 January 2020 and in accordance with the Company's Articles, the Company has today published and sent to shareholders a circular (the "Circular") convening an extraordinary general meeting to be held on 18 March 2020 (the "EGM") to consider an ordinary resolution to approve the continuation of the Company (the "Resolution").

Background
Under the Articles, the Directors are required to put an ordinary resolution to Shareholders to approve the continuation of the Company at a meeting of the members to be held in 2020 and at seven yearly intervals thereafter. The Investment Manager continues to identify attractive opportunities for the Company's property portfolio and the Board believes it is important to give Shareholders certainty as regards the Company’s continuation in order for the Investment Manager to pursue the investment strategy effectively. The Board is therefore proposing to convene the required EGM on 18 March 2020.

If the Resolution is passed, in accordance with the Company’s discount control policy and the Articles, the Company will not propose another continuation vote until the earliest to occur of (i) the discount to NAV exceeding 5 per cent. for the period referred to above following the second anniversary of the upcoming EGM or (ii) 2027.

Extraordinary General Meeting
The EGM has been convened for 12 noon on 18 March 2020 to be held at the offices of Northern Trust, 50 Bank Street, Canary Wharf, London E14 5NT. All Shareholders are entitled to attend, speak and vote on the Resolution to be proposed at the EGM, which will be proposed as an ordinary resolution.

Shareholders will be sent a form of proxy for use at the EGM. Whether or not shareholders propose to attend the EGM, they should complete the form of proxy and return it in accordance with the instructions printed thereon. Completion and return of the form of proxy will not prevent Shareholders from attending and voting in person at the EGM, should they so wish.

Holders of Shares through one or more of the Aberdeen Standard Investment Trust Share Plan, the Standard Aberdeen Investment Trust ISA and the Aberdeen Standard Investment Plan for Children, will be sent a Letter of Direction in relation to the EGM. Savings Scheme Participants should complete the Letter of Direction and return it in accordance with the instructions printed thereon. Alternatively, Savings Scheme Participants may request to be appointed as proxy or authorised representative in respect of their holding to enable them to attend and vote at the EGM by completing the relevant section on the Letter of Direction.

If the Resolution is not passed, the Directors will convene a further extraordinary general meeting of the Company to be held within six months of the date of the EGM to consider the winding up of the Company or a reconstruction of the Company, which will offer all Shareholders the opportunity to realise their investment.

Recommendation
The Board considers that the continuation of the Company is in the best interests of the Shareholders as a whole. Accordingly, the Board unanimously recommends all Shareholders to vote in favour of the Resolution to be proposed at the EGM. The Directors, who in aggregate have an interest in 178,445 Shares (being 0.01 per cent. of the issued share capital), intend to vote their entire beneficial holdings in favour of the Resolution.

Shareholder Voting Intentions
Phoenix Life Limited (through its subsidiaries) and Phoenix Life Assurance Limited, the Company’s largest Shareholders, have irrevocably undertaken to vote in favour of the Resolution. Phoenix Life Limited (through its subsidiaries) and Phoenix Life Assurance Limited hold in aggregate 43.5 per cent. of the issued Shares.

Important Information
Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the Circular.

A copy of the Circular will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

A copy of the Circular will also be available in electronic form on the Company's website at www.ukcpreit.com.  

For further information please contact:

Will Fulton / Tom Elviss / Graeme McDonald, Aberdeen Standard Investments
Tel: [phone] 372 0134

Edward Gibson-Watt / Oliver Kenyon, J.P. Morgan Cazenove
Tel: [phone]

Richard Sunderland / Claire Turvey / Eve Kirmatzis, FTI Consulting
Tel: [phone]