Notice of EGM

UK Commercial Property Trust Ltd 30 November 2007 UK COMMERCIAL PROPERTY TRUST LIMITED FOR IMMEDIATE RELEASE CONTINUATION VOTE 30 November 2007 RECOMMENDED PROPOSALS TO APPROVE THE CONTINUATION OF THE COMPANY UK Commercial Property Trust Limited ('UKCM' or the 'Company') has today published a circular (the 'Circular') convening an extraordinary general meeting on 19 December 2007 to propose a resolution to approve the continuation of the Company. Introduction and background UKCM is a closed-ended Guernsey registered investment company which is listed on the Official List of the UK Listing Authority. It was launched in September 2006. The Company's investment objective is to provide Shareholders with an attractive level of income together with the potential for capital and income growth from investing in a diversified portfolio of UK commercial properties. As a result of current market circumstances, the Company's Shares, in common with the shares of all other companies in its Sector, are currently trading at a significant discount to their net asset value. In accordance with the prospectus published by the Company at the time of its launch in September 2006, the Company has commenced a programme of share buy backs. The Company was one of the first in its Sector to do so. The Company currently has the narrowest discount in the Sector. The prospectus issued by the Company also stated that, if the share price of a Share was more than 5 per cent. below the published net asset value of a Share for a continuous period of 90 dealing days or more, the Directors would convene an extraordinary general meeting to consider an ordinary resolution for the continuation of the Company. On 11 October 2007 the Directors announced that the Shares had traded at more than a 5 per cent. discount to their NAV for 90 dealing days and that the Directors would convene an extraordinary general meeting to consider a continuation resolution. Performance of the Company The Company was launched in September 2006 with a property portfolio valued at £498 million. Since launch, the portfolio has grown substantially as a result of a further issue in February 2007 to fund the acquisition of a portfolio of properties valued at £350 million. Over the period from the launch of the Company to 30 September 2007 (being the most recent quarter end) the NAV total return per Share (with dividends re-invested) was 7.70 per cent. compared with the total return on the FTSE All-Share Index over this period of 13.51 per cent. and on the FTSE Real Estate Index of -9.68 per cent. For this same period the Property Portfolio generated a total return of 7.95 per cent. (excluding acquisition costs) compared with a total return from the IPD Index of 7.7 per cent. The acquisition of the portfolio in February 2007 improved the prospects for income and capital growth in the Property Portfolio, further diversified the Property Portfolio and allowed the Company to benefit from the reduced costs of the increased size of the Group. Over the period since launch the main drivers of performance for the Company have been its exposure to South East retail and South East offices, in which the Company has an overweight position relative to the IPD Index. At the close of business on 29 November 2007, the Shares were trading at a discount of 22.4 per cent. compared with the Sector average of 35.2 per cent. As at 30 September 2007 the Company had total assets (less current liabilities) of £879.5 million. Investment outlook The property market is currently experiencing a period of pricing correction. Yields on property assets have moved out in all markets as the impact of more expensive debt and lower expected returns feeds through to prices achievable in the market. The expectation is that the outward yield correction will continue during the first six months of 2008 and that total returns will be below cash in the short term. Despite this, occupational demand and rental growth remains reasonably healthy, particularly in the office sector and the South East as a region. Against this background, the Company is expected to perform reasonably well given its exposure to generally prime stock and its weighting to the office sector. Recent investment and asset management activity The Company has completed the sale of its Princes Street, Edinburgh holding for £11 million and a small parade of secondary retail shops and a leisure unit at Uxbridge for £6 million. As outlined to investors at launch, the Property Portfolio contains a number of asset management opportunities, several of which have been implemented. There remain a number of further initiatives in both the initial and second portfolio which are being pursued. Principal highlights since launch 9 Colmore Row, Birmingham A total of 25,324 sq ft, representing 48 per cent. of the available space, has been let to such companies as Atisreal, Kaupthing Singer Friedlander and Ecclesiastical Insurance Group. All lettings have been in excess of the estimated rental value (''ERV'') for the building and, with occupational demand remaining healthy in Birmingham, the Company is hopeful of securing further lettings in the building in the short term. Marlow Sainsbury's Supermarkets Limited has taken a new 28 year FRI lease at a commencing rental of £495,000 per annum rising to £600,000 in 2009. The previous rent payable was £345,000 and the introduction of this new lease at this significantly higher level effectively doubled the value of the property. Charter Place, Uxbridge In June, the Company completed the restructuring of five leases held by Nexen Petroleum at Charter Place, a 155,000 sq ft office building in Uxbridge. The restructuring involved the removal of tenant break options effective December 2007 affecting leases with a combined rental of £730,000. Nexen are now committed to the building until at least December 2012 at an improved rental ahead of ERV. The Parade, Swindon There has also been positive letting progress in the Company's largest property at The Parade, Swindon with lettings to Clarks, Thorntons, Ryman Stationers and Cornish Bakehouse. The Company has now appointed The Shearer Property Group, an experienced retail property developer, to work with the Company in identifying and delivering Phase 1 of a major refurbishment of the BHS block with the intention of optimising values in rental and capital terms. Kensington High Street, London Following Thomas Cook's decision to vacate its shop premises at 184 Kensington High Street, the Company agreed to a surrender of that lease in return for a reverse premium of £250,000. The property was simultaneously let to Kuoni Ltd on a new 15 year FRI lease (some eight years longer than previous lease) at a rent of £200,000 per annum, some 12 per cent. higher than the previous rent and raising the rental tone for this section of the street. In addition to the above, there has been solid letting activity in Pall Mall Court, Manchester and Dolphin Industrial Estate, Sunbury where lettings producing a combined rental of £458,789 after rent free periods have been completed. This activity together with six rent review settlements and two lease renewals all at or in excess of ERV has resulted in an improved rental income stream for the Company with many other asset management opportunities to be pursued in the short to medium term. Future strategy and gearing It is the Board's intention that the primary focus of the Company's strategy is to grow the rental income of the Company. In addition, the Board intends to seek opportunities to make acquisitions to enhance the income and capital returns on the Property Portfolio. The Property Portfolio is currently overweight in offices relative to the IPD Index (particularly in the regions) and the current relative strength of this market could provide an opportunity to reduce this exposure. The Company will continue with its objective of selling out any remaining small, secondary assets subject to pricing. Re-investment will be targeted at larger, multi-let assets more in line with the quality of the overall Property Portfolio and value enhancing asset management and refurbishment opportunities. The Company currently does not have any borrowings in place. In the prospectus issued by the Company in September 2006, it was stated that it was the Directors' intention to limit any borrowings of the Company to a maximum of 10 per cent. of the Group's net assets at the time of drawdown. The Board believes that prevailing market conditions will provide attractive opportunities for the Company to acquire properties during this period to strengthen the Company's performance during and following the current downturn and to enhance the income returns on the Property Portfolio. In anticipation of such opportunities arising and in accordance with the terms of the prospectus, preliminary discussions have been held with a number of potential lenders so that a loan facility of up to 10 per cent. of the Company's net assets at the time of drawdown can be put in place quickly when the Board thinks that the time is right to do this. Subject to the Resolution to continue the Company being passed by Shareholders, it is expected that this facility could be put in place and available to the Company in the first half of 2008. The Board and the Manager will continue to monitor carefully opportunities, in the market and through share buy backs, to utilise the Company's cash resources, both existing and under any debt facility, to enhance returns for Shareholders. Discount and share buy backs For the period from launch to 24 April 2007, the Shares traded at an average premium of 4.69 per cent. to their NAV (adjusted for any quarterly dividends for which the share price has gone ex-dividend over this period). However, as a reflection of the more challenging environment for property as an asset class and increases in interest rates, and in common with the Sector and the wider quoted property sector over recent months, the Company's Shares have traded at a discount to NAV since 24 April 2007. At close of business on 29 November 2007, the discount was 22.4 per cent. As at 29 November 2007, the Sector average discount was 35.2 per cent. Since September 2007 the Company has bought back 12,873,713 Shares, equivalent to 1.46 per cent. of the issued share capital prior to the commencement of the share buy backs. The Shares were bought back at an average discount of 20.10 per cent. to the published NAV (adjusted for any quarterly dividends which had gone ex-dividend) and provided an enhancement of 0.3p per Share (0.4 per cent.) to the current Share price. The Shares were bought back into treasury. In carrying out these share buy backs the Board gave careful consideration to the Company's cash flow as well as to amounts committed to future development and asset management opportunities and to the advice of its advisers. The Company's prospectus contains a statement that the Directors intend to use the share buy back authority to purchase Shares (subject to the income and cash flow requirements of the Company) if the Share price is more than 5 per cent. below the published NAV for a continuous period of 20 dealing days or more. To ensure a fair comparison, the Directors believe that such discount should be calculated by adjusting the published NAV for any quarterly dividends for which the share price has gone ex-dividend. It is the Board's intention that it will continue to consider share buy backs, taking into account the income and cash flow requirements of the Company. The Directors will seek to ensure that any share buy backs are undertaken at prices which are in the best interests of all Shareholders. In the current market conditions, Shareholders should not expect that share buy backs in and of themselves will succeed in narrowing the discount materially. However, the Board believes that share buy backs, at current levels, offer attractive returns for the Company's available cash. Majority Shareholder voting intention Subsidiary entities of Resolution plc or funds over which Resolution plc or its subsidiary entities have discretionary management are entitled to exercise the votes attached to 658,760,625 Shares (being 76.0 per cent. of the Company's issued share capital) and have indicated that they currently intend to vote in favour of the Resolution. Attractions of the Company and the Shares The Directors believe that there are a number of advantages for Shareholders in voting for a continuation of the Company: • Since the launch of the Company, the Company has, as anticipated, paid its target dividends as detailed in the prospectus dated 11 September 2006 and equivalent to a gross annual dividend of 5.25p per Share per annum. • Although the Board anticipates a further correction in capital values, it believes that the Property Portfolio remains well positioned and should outperform the wider UK commercial property market over the medium term. • The Company's Shares currently trade at the narrowest discount in the Sector. • The Company, which currently has no gearing, has the ability to take advantage of the current correction in capital values in the UK commercial property market by introducing a modest amount of borrowings in order to acquire further properties at attractive prices. • There are a number of asset management opportunities in the Property Portfolio that should assist the performance of the Company over the medium term. Extraordinary General Meeting The Extraordinary General Meeting has been convened for 2.30 p.m. on 19 December 2007, to be held at Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL. All Shareholders are entitled to attend and vote on the Resolution to be proposed at the EGM, which will be proposed as an ordinary resolution. 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. If the Resolution is passed, the Directors would not intend to convene another extraordinary general meeting to consider the continuation of the Company unless the Shares trade at a discount of over 5 per cent., calculated as described above, for 90 dealing days or more following the first anniversary of the EGM. Copies of the Circular have been submitted to the FSA, and will shortly be available for inspection at the FSA's Document Viewing Facility which is situated at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel: 020 7066 1000 Copies of the Circular will also shortly be available for collection during normal business hours on any day (Saturdays, Sundays and public holidays excepted) from the registered office of the Company at Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL and from Dickson Minto WS, Royal London House, 22/25 Finsbury Square, London EC2A 1DX. All enquiries Douglas Armstrong, Dickson Minto WS 0207 628 4455 Nigel Russell/Graeme Caton/Graham Reaves, G&N Collective Funds Services Limited 0131 226 4411 The Company Secretary, Northern Trust International Fund Administration Services (Guernsey) Limited 01481 745001 Definitions The following definitions apply throughout this announcement unless the context requires otherwise: 'Board' or 'Directors' the board of directors of the Company 'Company' UK Commercial Property Trust Limited 'EGM' or 'Extraordinary General Meeting' the extraordinary general meeting of the Company convened for 2.30 p.m. on 19 December 2007 (or any adjournment thereof) 'ERV' the estimated rental value 'Group' the Company and its direct and indirect subsidiary entities '1IFRS' International Financial Reporting Standards as adopted in the European Union 'IPD' Investment Property Databank Limited 'IPD Index' the IPD UK Balanced Monthly and Quarterly Universe prepared by IPD 'Manager' Resolution Investment Services Limited 'NAV' the net asset value of a Share calculated under IFRS 'Property Portfolio' the property assets of the Company 'Resolution' the resolution to approve the continuation of the Company set out in the notice of the EGM 'Sector' the sector comprising offshore incorporated, main market London listed property investment companies invested principally in mainstream UK commercial property, being the Company, F&C Commercial Property Trust Limited, ING UK Real Estate Income Trust Limited, Invista Foundation Property Trust Limited, ISIS Property Trust Limited, ISIS Property Trust 2 Limited, Standard Life Investments Property Income Trust Limited and Teesland Advantage Property Income Trust Limited 'Shareholders' the holders of Shares 'Shares' ordinary shares of 25p each in the capital of the Company This information is provided by RNS The company news service from the London Stock Exchange
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