F&C COMMERCIAL PROPERTY TRUST LTD
F&C COMMERCIAL PROPERTY TRUST LIMITED
(a closed-ended collective investment scheme established as a company with
limited liability under the laws of Guernsey with registered number 50402)
Result of Annual General Meeting
2 June 2016
At the Annual General Meeting of the Company held on 2 June 2016, all ordinary
resolutions set out in the Annual General Meeting Notice sent to Shareholders
dated 4 April 2016 were duly passed.
Details of the proxy voting results which should be read alongside the Notice
are noted below:
Ordinary For Discretion Against Abstain
Resolution Abstain (voted
in favour)
1 346,629,053 67,322 18,698 21,011
2 346,283,899 67,322 241,079 143,784
3 346,505,486 67,322 101,790 61,486
4 346,526,163 67,322 90,769 51,830
5 346,515,949 67,322 75,008 77,805
6 346,562,114 67,322 60,593 46,055
7 346,498,640 67,322 72,267 97,855
8 346,531,512 67,322 73,008 64,242
9 346,213,437 67,322 419,012 36,313
10 346,237,829 67,322 115,690 315,243
11 346,513,516 67,322 117,734 37,512
Special For Discretion Against Abstain
Resolution Abstain (voted
in favour)
12 346,387,590 67,322 201,039 80,133
13 346,496,665 67,322 123,725 48,372
14 338,784,191 67,322 7,828,057 56,514
Note - A vote withheld is not a vote in law and has not been counted in the
votes for and against a resolution.
The Special Resolutions were as follows;
* Special Resolution 12 was passed; being that the Directors of the Company
be and they 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'') for cash, including
by way of a sale of ordinary shares held by the Company as treasury shares,
as if any pre-emption rights in relation to the issue of shares as set out
in the listing rules made by the Financial Conduct Authority under part VI
of the Financial Services and Markets Act 2000 (as amended) did not apply
to any such allotment of equity securities, provided that this power:
(a) expires at the conclusion of the next Annual General Meeting of the Company
after the passing of this resolution or on the expiry of 15 months from the
passing of this resolution, whichever is the earlier, 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 up to an aggregate
nominal value of £799,366 being approximately 10 per cent of the nominal value
of the issued share capital of the Company, as at 4 April 2016.
* Special Resolution 13 was passed; that the Company be authorised, in
accordance with Section 315 of The Companies (Guernsey) Law, 2008, to make
market acquisitions (within the meaning of Section 316(1) of The Companies
(Guernsey) Law, 2008) of ordinary shares of 1p each (''Ordinary Shares'')
(either for retention as treasury shares for future resale or transfer, or
cancellation), provided that:
(a) the maximum number of Ordinary Shares hereby authorised to be purchased
shall be 14.99 per cent of the issued Ordinary Shares
(b) the minimum price which may be paid for an Ordinary Share shall be 1p;
(c) the maximum price (exclusive of expenses) which may be paid for an
Ordinary Share shall be the higher of (i) 105 per cent of the average of the
middle market quotations (as derived from the Daily Official List) for the
Ordinary Shares for the five business days immediately preceding the date of
purchase; and (ii) the higher of the last independent trade and the highest
current independent bid on the trading venue which the purchase is carried out;
and
(d) unless previously varied, revoked or renewed, the authority hereby
conferred shall expire at the conclusion of the Annual General Meeting of the
Company to be held in 2017, or on 2 December 2017, whichever is the earlier,
save that the Company may, prior to such expiry, enter into a contract to
purchase Ordinary Shares under such authority and may make a purchase of
Ordinary Shares pursuant to any such contract.
* Special Resolution 14 was passed; That the articles of incorporation
containing amendments proposed to reflect the recent changes to the
Companies (Guernsey) Law, 2008 by the Companies (Guernsey) Law, 2008
(Amendment) Ordinance 2015 presented at the meeting and initialled by the
Chairman of the meeting for the purpose of identification be adopted as the
articles of incorporation of the Company in substitution for, and to the
exclusion of, the existing articles of incorporation.
A copy of the proxy voting for each resolution is available of the Company's
website, www.fccpt.co.uk.
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 745001
END
F&C COMMERCIAL PROPERTY : Result of Annual General Meeting
June 02, 2016 at 12:00 pm EDT
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