7 Sep 2009 07:00
7 September 2009
Hansteen Holdings PLC
("Hansteen" or "the Company" or "the Group")
Move to the Official List
Proposed conversion to a Real Estate Investment Trust ("REIT")
Notice of General Meeting
Move to the Official List
Hansteen announces its intention to move from AIM to the Official List on or around 6 October 2009, subject to receiving the necessary regulatory approvals.
It has, for some time, been Hansteen's intention to seek a listing on the Official List when the maturity of the Company so warranted it. Hansteen has grown significantly since admission to AIM in November 2005 and the Board believes that the Official List will be a more appropriate platform for the continued growth of the Group by increasing its profile, assisting in the liquidity of the Company's shares and providing a greater range of potential investors in the Company.
The Company hereby gives notice under Rule 41 of the AIM Rules for Companies that cancellation of admission of the Company's shares to trading on AIM will take place simultaneously with the admission of the Company's shares to the Official List, which is expected to become effective on or around 6 October 2009 ("Admission").
The Company is required to publish a new Securities Note and Summary in connection with Admission before the move to the Official List takes place. The new Securities Note and Summary will, together with the Company's Registration Document dated 23 June 2009, comprise a new Prospectus of the Company. Hansteen will confirm the date of Admission at the time of the publication of the new Securities Note and Summary.
Conversion to a REIT
Hansteen also proposes to convert into a REIT once it meets the relevant qualification criteria. The proposed conversion to a REIT is a change in Hansteen's tax status, and such a change in status will have tax consequences for Hansteen and its shareholders. The conversion of the Company to a REIT will take place after Hansteen's move to the Official List.
In connection with the REIT conversion, it is proposed that certain amendments be made to the Company's current Articles of Association. The amendments to the Articles of Association are required for Hansteen to be confident that it should have the rights and powers to try and avoid certain additional tax charges that can arise under the REIT Regime. Although Hansteen's conversion into a REIT is not conditional on the amendments to the Articles of Association being approved by the shareholders, Hansteen may become liable for such additional tax charges if the amendments to the Articles of Association are not approved. Consequently, if these amendments are not approved by Shareholders, the Board may reconsider its intention to convert the Company into a REIT.
Notice of General Meeting
Accordingly, Hansteen is convening a General Meeting for shareholders to consider, amongst other matters, a resolution proposing certain changes to the Company's Articles of Association in relation to the conversion to a REIT, as outlined above.
The Company will today post a circular to shareholders convening the General Meeting and setting out further information about the reasons for and consequences of converting to a REIT.
The General Meeting will take place at 10.30 a.m. on 25 September 2009 at the offices of Jones Day, 21 Tudor Street, London EC4Y 0DJ.
A copy of the circular will shortly be available on the Company's website www.hansteen.co.uk
Commenting on the move to the Official List and the proposed conversion to a REIT, Ian Watson and Morgan Jones, Joint Chief Executives of Hansteen said:
"The step up from AIM to the Official List will give Hansteen better access to equity capital from a broader base of potential investors while offering shareholders greater liquidity in the shares. We believe conversion to REIT status will also be of significant benefit to shareholders creating a more tax efficient and transparent structure"
For further information:
| Ian Watson / Morgan Jones Hercules Holdings plc Tel: 020 7016 8820 | David Davies / Matt Goode / Simon Brown KBC Peel Hunt Tel: 020 7418 8900 | Jeremy Carey / Gemma Bradley Tavistock Communications Tel: 020 7920 3150 |
Notes to editors:
Hansteen Holdings plc is a property company formed by Morgan Jones and Ian Watson, the founders and former directors of Ashtenne Holdings plc.
Hansteen was floated to invest in high yielding industrial properties with high yields, low financing costs and opportunity for value improvement through asset management in continental Europe and the UK.
Hansteen is listed on AIM, trading under the symbol HSTN.