7 Sep 2016 14:26
Result of EGM of holders of Shaftesbury PLC's outstanding 8.5 per cent. First Mortgage Debenture Stock due 2024
Shaftesbury PLC ("Shaftesbury") announces today the results of its solicitation of consents (the "Consent Solicitation") from holders of its outstanding 8.5 per cent. First Mortgage Debenture Stock due 2024 (the "Stock") in accordance with the terms and conditions set forth in the Circular and Notice of Meeting dated 15 August 2016 (as amended or supplemented, the "Circular and Notice").
At the Meeting held today at 11.00 a.m. (London time) at the offices of Hogan Lovells International LLP, Atlantic House, 50 Holborn Viaduct, London EC1A 2FG, United Kingdom, the Extraordinary Resolution relating to the Consent Solicitation was passed on a poll. Details of the aggregate nominal amount of Stock represented at the Meeting, including the proportion which was in favour of the Extraordinary Resolution, are set out below:
Aggregate nominal amount of Stock outstanding in respect of the Meeting | Aggregate nominal amount of Stock represented at the Meeting | Aggregate nominal amount of Stock in favour of the Extraordinary Resolution | Percentage in favour of the Extraordinary Resolution |
£61,048,148 |
£56,474,349 |
£56,474,349 |
100% |
Following the passing of the Extraordinary Resolution, the Fifth Supplemental Trust Deed has today been executed by, amongst others, Shaftesbury and Prudential Trustee Company Limited (the "Trustee") in its capacity as the trustee for the Stockholders, thereby implementing the Proposal.
For a complete statement of the terms and conditions of the Consent Solicitation, Holders of the Stock should refer to the Circular and Notice. Requests from holders of the Stock for copies of the Circular and Notice should be directed to Shaftesbury at shaftesbury@shaftesbury.co.uk. Capitalised terms used in this announcement but not defined have the meanings given to them in the Circular and Notice.
IDCM Limited acted as the Solicitation Agent for the Consent Solicitation. Questions and requests for assistance with regard to the Consent Solicitation may be directed to IDCM Limited at the contact below.
Enquiries:
Shaftesbury PLC 0207 333 8118 Brian Bickell, Chief Executive Chris Ward, Finance Director | Capital Access Group 0203 763 3400 Simon Courtenay
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IDCM Limited ("IDCM") 0203 542 3921 Stuart Bell, Executive Director
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About Shaftesbury
Shaftesbury PLC is a Real Estate Investment Trust, which owns a unique real estate portfolio extending to 14 acres in the heart of London's West End - a highly popular, sought-after and prosperous destination for visitors and businesses. Our holdings are concentrated in Carnaby, Covent Garden, Chinatown, Soho and Charlotte Street.
Our objective is to deliver long-term growth in rental income, capital values and shareholder returns.
We focus on retail, restaurants and leisure in the liveliest parts of the West End. Our portfolio now comprises 589 shops, restaurants, cafés and pubs, extending to 1 million sq. ft., and accounting for 70% of our current income. In our locations these uses have a long record of occupier demand exceeding their availability. The portfolio also includes 406,000 sq. ft. of offices and 539 apartments for rent, which provide 17% and 13%, respectively, of our current income.
In addition, we have a 50% interest in the Longmartin joint venture with The Mercers' Company, which has a long leasehold interest in St Martin's Courtyard in Covent Garden. Extending to 1.9 acres, it includes 21 shops, ten restaurants and cafés, 102,000 sq. ft. of offices and 75 apartments.
Our proven management strategy is to create and foster distinctive, attractive and prosperous locations. Its implementation is supported by an experienced management team with an innovative approach to long-term, sustainable income and value creation, and a focus on shareholder returns. We have a strong balance sheet with modest leverage.
7 September 2016
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL THE STOCK DESCRIBED HEREIN.
NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.
THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED, TAKEN OR TRANSMITTED IN OR INTO THE UNITED STATES, ITS TERRITORIES OR POSSESSIONS OR TO U.S. PERSONS, OR IN OR INTO ANY OTHER JURISDICTION IN WHICH TO DO SO WOULD BE UNLAWFUL AND ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS ANNOUNCEMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
THIS ANNOUNCEMENT IS ONLY DIRECTED AT (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM OR (II) THOSE PERSONS WHO ARE EXISTING MEMBERS OR CREDITORS OF THE COMPANY OR OTHER PERSONS WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR (III) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR (IV) HIGH NET WORTH COMPANIES, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS IN (I), (II), (III) AND (IV) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS") AND MUST NOT BE ACTED ON OR RELIED UPON BY PERSONS OTHER THAN RELEVANT PERSONS. FOR ANY PERSON VIEWING THIS ANNOUNCEMENT WHO IS NOT A RELEVANT PERSON, THIS ANNOUNCEMENT IS PUBLISHED FOR INFORMATION PURPOSES ONLY.