29 Jun 2011 17:35
29 June 2011
Standard Life Investment Property Income Trust Limited (the "Company")
Result of Extraordinary General Meeting
At the Extraordinary General Meeting of the Company (the "EGM") held on 29 June2011, all the resolutions set out in the Circular and EGM Notice sent to shareholders dated 06 June 2011 were duly passed as follows;
1. ORDINARY RESOLUTION
IT WAS RESOLVED THAT the Conversion , being a related party transaction for the purpose of the Listing Rules of the UK Listing Authority, be and is hereby approved.
2. SPECIAL RESOLUTION
IT WAS RESOLVED THAT subject to the passing of Resolution 1 above and the special class consent resolution at the separate class meeting of the holder of preference shares of 25p each in the capital of the Company (the "Preference Shares"). convened for 2.45 p.m. on 29 June 2011 (or any adjournment thereof), each of the six million Preference Shares in issue and held by Standard Life Assurance Limited shall be subdivided into 25 new preference shares of 1 pence each in the capital of the Company (the New Preference Shares") and such number (rounded down to the nearest whole number) of the New Preference Shares shall be reclassified as and converted into ordinary shares of 1p each (the "Ordinary Shares") carrying the rights, privileges and subject to the restrictions attached to the ordinary shares as set out in the articles of incorporation of the Company, as is the amount determined by dividing the Preference Share Liability (as defined in the circular of the Company dated 6 June 2011 (the "Circular")) on the Conversion Date (as defined in the Circular) by an amount equal to 102 per cent. of the Adjusted NAV per Share (as defined in the Circular and expressed in pounds sterling) and that any remaining New Preference Shares shall be acquired by the Company in consideration for and immediately following such conversion and cancelled.
3. SPECIAL RESOLUTION
IT WAS RESOLVED THAT in substitution for any existing power and authority granted to the Directors and subject to the passing of Resolutions 1 and 2 above and the special class consent resolution at the separate class meeting of the holder of preference shares convened for 2.45 p.m. on 29 June 2011, the Directors be and are hereby generally empowered to allot Ordinary Shares in the Company or grant rights to subscribe for, or to convert securities into, Ordinary Shares in the Company ("equity securities"), including the allotment and grant of rights to subscribe for, or to convert securities into, Ordinary Shares held by the Company as treasury shares for cash, as if any pre-emption rights in relation to the issue of shares, as set out in the Listing Rules made by the Financial Services Authority under Part VI of the Financial Services and Markets Act 2000 (as amended) did not apply to any such allotment of or grant of rights to subscribe for or convert into equity securities, provided that this power:
(a) shall expire on the date falling 15 months after the passing of this resolution, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and
(b) shall be limited to the allotment of equity securities: (i) pursuant to the Issue (as defined in the circular of the Company dated 6 June 2011); and (ii) otherwise than pursuant to the Issue, up to an aggregate nominal value of £168,900 being approximately 10 per cent. of the nominal value of the issued share capital of the Company following the completion of the Issue (on the assumption that the Issue is fully subscribed).
Copies of the Special Resolutions have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do
All Enquiries:
The Company Secretary
Northern Trust International Fund Administration Services (Guernsey) Limited
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481 745529