Invesco Property Income Trust Limited

Transcription

1 THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. If you have sold or otherwise transferred all your Shares in Invesco Property Income Trust Limited (the Company ) please forward this document and the accompanying Form of Proxy at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward delivery to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding of Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. Invesco Property Income Trust Limited (Incorporated and registered in Jersey with registered number 88509) Recommended proposals for the voluntary winding up of Invesco Property Income Trust Limited and cancellation of listing of the Shares on the Official List Your attention is drawn to the Letter from the Chairman on pages 3 and 4 of this document which contains a recommendation from the Board that you vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting referred to below. Notice of the Extraordinary General Meeting to be held at a.m. on 7 December 2015 at the offices of R&H Fund Services (Jersey) Limited, Ordnance House, 31 Pier Road, St Helier, Jersey JE4 8PW is set out at the end of this document. The accompanying Form of Proxy for use at the Extraordinary General Meeting should be completed and returned as soon as possible and, to be valid, must arrive at Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF no later than a.m. on 5 December Your attention is drawn to the section headed Extraordinary General Meeting on page 3 of this document.

2 CONTENTS Page Letter from the Chairman 3 Definitions 5 Notice of Extraordinary General Meeting 7 EXPECTED TIMETABLE 2015 Latest time and date for receipt of Forms of Proxy Extraordinary General Meeting Cancellation of listing on the Official List a.m. on 5 December a.m. on 7 December 8.00 a.m. on 8 December Notes: (i) The dates set out in the expected timetable above may be adjusted by the Company, in which event details of the new dates will be notified to the UK Listing Authority and the London Stock Exchange, and an announcement will be made through a Regulatory Information Service. (ii) All references to time in this document are to the time in London. 2

3 LETTER FROM THE CHAIRMAN Invesco Property Income Trust Limited (Incorporated and registered in Jersey with registered number 88509) Directors: Richard Barnes (Chairman) Philip Austin Douglas Gardner Angus Spencer-Nairn Ian White Dear Shareholder, Registered office: Ordnance House 31 Pier Road St Helier Jersey JE4 8PW 18 November 2015 Recommended proposals for the voluntary winding up of the Company and cancellation of listing of the Shares on the Official List Details of the Proposals The Board announced in July 2014 that it did not expect to have realised its property assets in time to meet its borrowing facility s repayment date of 28 September 2014 or to be able to meet the full amounts due. Although the lending bank granted a three month extension to the facility beyond 28 September 2014 the Board and the Investment Manager had no option but to accelerate its disposal programme so as to seek purchasers immediately for all the remaining assets of the Group. In June 2015 the Board announced that contracts had been exchanged for the sale of all the Group s remaining assets to Kildare Partners. The Board resolved to implement plans for the orderly and solvent winding up of the Company and its subsidiaries following the disposal, which is now complete. The aggregate consideration received for the sale of the assets was less than the amount outstanding with the Group s lending bank and as a result all consideration for the sale was paid to the lending bank less an amount retained to meet the expected winding up costs. The lending bank has agreed that provision, up to an amount to be retained by the Liquidators, can be made for the Group to meet its liabilities to existing trade and other creditors and any further liabilities and obligations incurred in the winding up of the Company and its subsidiaries. No termination fee will be payable to the Manager. The Board is therefore proposing that the Company be wound up. Although trading in the Shares has already been suspended the Board is also proposing that the listing of the Shares on the London Stock Exchange s Main Market be cancelled. The Company s listing on the Channel Islands Securities Exchange was cancelled, at the Company s request, on 27 February Given that the Group s lending bank will not be repaid in full and that no amounts due to Invesco Limited under its subordinated loan facility will be repaid, there will be no return for Shareholders on completion of the Company s winding up. The purpose of this document is to provide Shareholders with further details of the Board s recommended proposals to voluntarily wind up the Company and cancel the listing of Shares, both of which require the approval of Shareholders. This document therefore explains these Proposals, the actions which are required for their implementation and convenes a Shareholders meeting to approve the voluntary winding up of the Company and the cancellation of the admission of the Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange s Main Market for listed securities. Extraordinary General Meeting An Extraordinary General Meeting has been convened for 7 December 2015 at 10 a.m. at which a special resolution approving the winding up of the Company, the appointment of the Liquidators and the granting of the authority to the Liquidators to exercise powers specified in the Law will be proposed. 3

4 Conditional on this resolution being passed by Shareholders, Shareholder approval will also be sought to cancel the admission of the Shares to the Official List and to trading on the London Stock Exchange s Main Market for listed securities. This resolution will be proposed as a special resolution. The Company is also proposing an ordinary resolution which seeks approval of the Directors report and financial statements of the Company for the period ended 31 March The notice convening the Extraordinary General Meeting is set out on page 7 of this document. You will find enclosed with this document a Form of Proxy for use at the Extraordinary General Meeting. Whether or not you intend to be present at the Extraordinary General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it to Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, so as to be received as soon as possible and, in any event, not later than a.m. on 5 December Completion of a Form of Proxy will not prevent a Shareholder attending and voting at the Extraordinary General Meeting in person. London Stock Exchange dealings Dealings in the Shares will remain suspended and disabled in CREST. It is intended that the listing of the Shares will be cancelled with effect from 8.00 a.m. on 8 December Consent Each of the Liquidators has given and not withdrawn consent to the issue of this document with the inclusion of their name and the references to them in the form and context in which they appear. Recommendation The Board considers that the Proposals are in the best interests of the Company as a whole and, accordingly, unanimously recommends that Shareholders vote in favour of the Resolutions. The Directors, who in aggregate have an interest in 485,085 Shares (being approximately 0.3 per cent. of the issued Shares), intend to vote their entire beneficial holdings, to the extent that they are entitled to vote such holdings, in favour of the Resolutions. Yours faithfully Richard Barnes Chairman 4

5 DEFINITIONS The following definitions apply throughout this document unless the context otherwise requires: Articles the articles of association of the Company as adopted by special resolution on 26 September 2008 Board or Directors the directors of the Company Company Invesco Property Income Trust Limited CREST the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited in accordance with the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended) Extraordinary General Meeting the extraordinary general meeting of the Company to be held at Ordnance House, 31 Pier Road, St Helier, Jersey JE4 8PW at a.m. on 7 December 2015 (or any adjournment thereof) Form of Proxy the form of proxy issued by the Company for use by Shareholders at the Extraordinary General Meeting FCA the Financial Conduct Authority FSMA the UK Financial Services and Markets Act 2000 (as amended) Group the Company and its direct or indirect subsidiary undertakings from time to time Law the Companies (Jersey) Law, 1991 (as amended) Liquidators Alexander Cameron Adam and Gregory John Branch (both of Deloitte LLP) of 44 Esplande, St Helier, Jersey JE4 8WA London Stock Exchange London Stock Exchange plc Manager Invesco Asset Management Limited Official List the Official List of the UK Listing Authority Proposals the proposals for the voluntary winding up of the Company and the cancellation of the admission of the Shares to the Official List and to trading on the London Stock Exchange s main market for listed securities as described in this document Record Date the record date for participation in the liquidation of the Company, which is expected to be a.m. on 5December 2015 Registrar Capita Registrars (Jersey) Limited of 12 Castle Street, St. Helier, Jersey JE2 3RT Regulatory Information Service a regulatory information service that is on the list of regulatory information services maintained by the FCA Resolutions Resolution 1, Resolution 2 and Resolution 3 Resolution 1 the ordinary resolution to be proposed at the Extraordinary General Meeting to receive and approve the Directors report and financial statements of the Company for the period ended 31 March 2015 Resolution 2 the special resolution to be proposed at the Extraordinary General Meeting approving the voluntary winding up of the Company, the appointment of the Liquidators, the basis for their remuneration and the direction that the Company s books and records be held to the order of the Liquidators 5

6 Resolution 3 Shareholders Shares UKLA or UK Listing Authority UK or United Kingdom the special resolution to be proposed at the Extraordinary General Meeting, conditional on the passing of Resolution 2, approving the cancellation of the admission of the Shares on the Official List and to trading on the London Stock Exchange s Main Market for listed securities holders of Shares ordinary shares of no par value in the capital of the Company the UK Listing Authority, being the FCA, acting in its capacity as the competent authority for the purposes of Part VI of FSMA the United Kingdom of Great Britain and Northern Ireland 6

7 NOTICE OF EXTRAORDINARY GENERAL MEETING Invesco Property Income Trust Limited (Incorporated and registered in Jersey with registered number 88509) Notice is hereby given that a general meeting of Invesco Property Income Trust Limited (the Company ) will be held on 7 December 2015 at a.m. at the offices of R&H Fund Services (Jersey) Limited, Ordnance House, 31 Pier Road, St Helier, Jersey JE4 8PW, for the purpose of considering and, if thought fit, passing the following resolutions as special resolutions: Ordinary Resolution 1. THAT the Director s report and financial statements of the Company for the period ended 31 March 2015, together with the auditor s report thereon be received and approved. Special Resolutions 2. THAT: (a) the Company be wound up summarily in accordance with Chapter 2 of Part 21 of the Companies (Jersey) Law, 1991 (as amended) and that Alexander Cameron Adam and Gregory John Branch (the Liquidators ), both of Deloitte LLP, having consented to act, be and are hereby appointed joint liquidators for the purposes of such winding up with the power to act jointly and severally for the purpose of such winding up of the Company s affairs and distributing its assets and any power conferred on them by law or this resolution and any act required or authorised under any enactment to be done by them may be done by them jointly or by each of them alone; (b) the remuneration of the Liquidators be fixed on the basis of time spent by them and members of their staff in attending to matters arising prior to and during the winding up of the Company and they are authorised to draw such remuneration monthly or at such longer intervals as they may determine; and (c) the Company s books and records be held by, or on behalf of, the Company to the order of the Liquidators, until the conclusion of the winding up of the Company and thereafter by the former service providers to the Company in possession of the same until expiry of applicable retention periods when such books and records may be disposed of. 3. THAT, subject to the passing of resolution number 1 in the notice convening the meeting at which this resolution is to be proposed, the cancellation of the admission of the ordinary shares of no par value in the capital of the Company to the Official List of the UK Listing Authority and to trading on the London Stock Exchange s Main Market for listing securities be and is hereby approved. By Order of the Board R&H Fund Services (Jersey) Limited Company Secretary 18 November 2015 Registered office Ordnance House 31 Pier Road St Helier Jersey JE4 8PW 7

8 Notes: 1. Entitlement to attend and vote Pursuant to the Companies (Uncertificated Securities) (Jersey) Order 1999, the Company specifies that only those shareholders registered in the register of members by a.m. on5december 2015 shall be entitled to attend and vote at the EGM in respect of the number of shares registered in their name at that time. Changes to entries in the register after a.m. on5december 2015 shall be disregarded in determining the rights of any member to attend and vote at the EGM. 2. Appointment of proxy A member who is entitled to attend, speak and vote at the meeting is entitled to appoint one or more proxies to attend, speak and vote instead of him or her. More than one proxy may be appointed provided each party is appointed to exercise the rights attached to different shares. A proxy need not be a member of the Company. A form of proxy is enclosed for use at the EGM. In order to be valid any form of proxy or other instrument appointing a proxy must be returned duly completed by one of the following methods no later than a.m. on5december 2015: (a) in hard copy form by post to Capita Asset Services PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, or by courier or by hand to Capita Asset Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU. In order to revoke a proxy instruction you will need to inform the Company by sending a signed copy notice clearly stating your intention to revoke your proxy appointment to Capita Asset Services PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF. In the case of a member which is an individual, the revocation notice must be under the hand of the appointer or of his attorney duly authorised in writing or in the case of a member which is a company, the revocation notice must be executed under its common seal or under the hand of an officer of the Company or an attorney duly authorised. Any power of attorney or any other authority under which the revocation notice is signed (or a notarially certified copy of such power or authority under which the revocation notice is signed), must be included with the revocation notice. The revocation notice must be received by Capita Asset Services PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF prior to the commencement of the EGM, or any adjourned meeting. If you attempt to revoke your proxy appointment but the revocation is received after the time specified above your proxy appointment will remain valid. The completion and return of the Form of Proxy will not preclude you from attending the EGM and voting in person. 3. Appointment of proxy by joint shareholders In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company s register of members in respect of the joint holding (the first-named being the most senior). 4. Bodies corporate Under the Companies (Jersey) Law 1991, as amended, a body corporate may only appoint one corporate representative. A shareholder which is a body corporate that wishes to allocate its votes to more than one person should use the proxy arrangements. 5. Entitlement of uncertificated members to receive notice of the EGM In accordance with Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, the Company has fixed a.m on 5 December 2015 as the record date for determining the uncertificated members entitled to receive notice of the EGM and the form of proxy, so that such persons entered on the Company s register of members at that time are the persons so entitled. 6. Appointment of proxies through CREST CREST members who wish to appoint a proxy or proxies for the EGM by utilising the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual, which can be reviewed at CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction ) must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited ( EUI ) and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must be transmitted so as to be received by the registrar (ID: RA10) by a.m. on 5 December For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed (a) voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 of the United Kingdom, or Article 36 of the Companies (Uncertified Securities) (Jersey) Order Voting rights As at 16 November 2015, the Company s issued share capital (excluding shares held in treasury) comprised 153,000,000 Shares with a total of 153,000,000 voting rights. 8. Disclosure and Transparency Rules Any person holding 5 per cent. of the total voting rights in the Company who appoints a person other than the Chairman as his proxy will need to ensure that both he and such other party complies with their respective disclosure obligations under the Disclosure and Transparency Rules. Linkway Financial Printers Typeset & Printed in London (UK) 16481b