Publication of Circular

RNS Number : 2210P

F&C Commercial Property Trust Ld

12 July 2010

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION IN PARTICULAR THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN

12 July 2010

F&C COMMERCIAL PROPERTY TRUST LIMITED (THE "COMPANY")

PUBLICATION OF CIRCULAR

Further to the joint announcement made by the Company and UK Commercial Property Trust Limited ("UKCPT") on 9 June 2010, the Company has today published and sent to Shareholders a circular (the "Circular") in connection with the recommended proposals for the winding up and reconstruction of the Company (the "Scheme").

The Circular convenes an extraordinary general meeting of the Company (the "EGM") to be held at 10.00 a.m. on 9 August 2010 at Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL.  An ordinary resolution, to be approved by independent shareholders, will be proposed at the EGM, inter alia, to approve the related party aspects of the Scheme and sanction the Scheme and special resolutions will be proposed to reclassify the shares in the capital of the Company, amend the Company's articles of incorporation for the purposes of the Scheme's implementation and to approve the winding up of the Company and the appointment of the liquidator.

Under the Scheme, New UKCPT Shares will be issued to FCPT Shareholders (other than those FCPT Shareholders validly electing for the Cash Option) on the basis of the FAV of an FCPT Share and a UKCPT Share. 

The FAV of an FCPT Share and a UKCPT Share will be calculated as at 30 June 2010 on the basis of a valuation of the FCPT Property Portfolio and UKCPT Property Portfolio as at 31 May 2010 (save in respect of the freehold property at Units 6 and 8, Revolution Park, Chorley PR7 7DW (the "Chorley Property") which was valued at 18 June 2010).

The UKCPT Property Portfolio comprises 39 properties with an aggregate market value as at 31 May 2010 of approximately £880 million.  The FCPT Property Portfolio comprises 32 properties with an aggregate market value as at 31 May 2010  (save in respect of the Chorley Property which was valued as at 18 June 2010) of approximately £800 million.  As at 31 May 2010, the market value of the FCPT Property Portfolio and the UKCPT Property Portfolio had increased by 1.79 per cent. and 1.48 per cent. respectively, on a like for like basis from valuations as at 31 March 2010.  A valuation report in respect of the FCPT Property Portfolio can be found in Part 4 of the Circular.

The unaudited net asset value of the Company and UKCPT as at 30 June 2010 and the FAV of an FCPT Share and UKCPT Share will be published prior to the Effective Date of the Scheme.

The Circular has been forwarded to the Document Viewing Facility of the Financial Services Authority and will shortly be available for inspection there at:

Document Viewing Facility

The Financial Services Authority

25 The North Colonnade

Canary Wharf

London

E14 5HS

Tel: [phone]

Copies of the Circular will also be available from the offices of Dickson Minto W.S., Royal London House, 22-25 Finsbury Square, London EC2A 1DX

Enquiries:

Nigel Russell/Graeme Caton/Graham Reaves	G&N Collective Funds Services Limited	Tel: [phone]
Robin Archibald	Winterflood Investment Trusts	Tel: [phone]
Douglas Armstrong	Dickson Minto W.S.	Tel: [phone]

This announcement is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Scheme or otherwise. The Scheme will be made solely through the Circular, which will contain the full terms and conditions of the Scheme (including details of how to vote in respect of the Scheme). Any response in relation to the Scheme will be made only on the basis of the information contained in the Circular or any other document by which the Scheme is made. Shareholders are advised to read carefully the formal documentation in relation to the Scheme. This announcement does not constitute a prospectus or prospectus equivalent document.

The promotion of the Company and the distribution of this document in the United Kingdom is restricted by law.  Accordingly, this communication is directed only at (i) persons outside the United Kingdom to whom it is lawful to communicate it, or (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), or (iii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) and persons who receive this communication who do not fall within (i), (ii) or (iii) above should not rely on or act upon this communication.

APPENDIX
DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

"Cash Option"	the option being made available under the Scheme for FCPT Shareholders to receive 91p in cash per share, in respect of some or all of their holding of FCPT Shares, on the winding up of the Company
"Effective Date"	the date on which the Scheme becomes effective pursuant to its terms, which is expected to be on 9 August 2010
"FAV"	in relation to an FCPT Share and/or a UKCPT Share, as the case may be, means its net asset value on the Scheme Calculation Date as calculated on the basis of the relevant company's normal accounting policies and adjusted in accordance with the terms of the Scheme
"FCPT Property Portfolio"	the property assets of the Company
"FCPT Share"	the existing fully paid up ordinary shares of 1p each in the capital of the Company
"FCPT Shareholders" or "Shareholders"	the holders of FCPT Shares
"New UKCPT Shares"	the ordinary shares to be issued by UKCPT in connection with the Scheme
"Scheme Calculation Date"	close of business on 30 June 2010 or such other time and date as agreed by the directors of UKCPT and the Company
"UKCPT Property Portfolio"	the property assets of UKCPT
"UKCPT Share"	the existing fully paid up ordinary share of 25p each in the capital of UKCPT

 

END

 

 

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