Industrial Multi Property Trust is convening an Extraordinary General Meeting on 11 May 2017. The notice for the EGM includes four ordinary resolutions, including three requisitioned by Alpha Real Trust and one proposed by the Board of the Company. These are detailed below.
The ordinary resolutions requisitioned by Alpha Real Trust:
(1) THAT the Company or its subsidiaries are prohibited from entering into any contract or commercial arrangement with Hansteen Holdings PLC or any of its associated companies which involves a potential conflict of interest without first obtaining the approval of non-Hansteen shareholders.
(2) THAT the Company discloses regularly to shareholders details of all matters that give rise to a conflict of interest with Hansteen or any of its associated companies within each reporting period and that the records of how such conflict was dealt with are available to shareholders for inspection.
(3) THAT the Company’s Investment Objective be amended to include “No assets of the Company may be sold to Hansteen or any of its associated companies without independent scrutiny and the approval of the non-Hansteen shareholders.”
The ordinary resolution proposed by the Board of Industrial Multi Property Trust:
(4) THAT the decision of the Board to cancel trading of the Shares on the Specialist Fund Segment of the London Stock Exchange’s Main Market be approved, confirmed and ratified.
IMPT’s board says that, taking into account the forthcoming closure of the Offer and the resulting position of the Company, it is providing no recommendation as to whether Shareholders should vote for or against the Requisitioned Resolutions (being Resolutions 1-3 (inclusive)). However, the board unanimously recommends Shareholders vote FOR the Ratification Resolution (being Resolution 4) to be proposed at the EGM.
A brief overview of the story so far is that, on 23 March 2017, the Company announced that it had received a letter from Alpha Real Trust requisitioning another extraordinary general meeting of the Company. Alpha Real Trust has proposed three Resolutions that are related to the Company’s on-going relationship with Hansteen Holdings. However, also on 23 March 2017, Hansteen announced that its Offer had been declared unconditional in all respects and that Hansteen either held or had received valid acceptances of the Offer in respect of a total of 4,336,732 Shares, representing approximately 51.56 per cent. of the current issued share capital of the Company. As at 7 April 2017, Hansteen either held or had received valid acceptances of the Offer in respect of a total of 4,352,262 Shares, representing approximately 51.75 per cent. of the current issued share capital of the Company and, accordingly, the Company became a subsidiary of Hansteen. Alpha Real Trust, together with its connected party Antler Investment Holdings Limited, held approximately 26.6 per cent. of the current issued share capital of the Company as at 7 April 2017.
On 17 February 2017, the Company announced that, assuming the Offer became or was declared unconditional, Hansteen intended (as soon as it was appropriate and possible to do so) to procure the removal of the Shares from trading on the Specialist Fund Segment (SFS). On 6 April 2017, a resolution was proposed at a meeting of the Board that the Company file notice with the LSE to cancel trading of the Shares on the SFS. As a matter of good governance, the board says that it believe it is appropriate that the decision to proceed with the Cancellation should be ratified by the Shareholders. Accordingly, in order to be effective, the resolution of the Board to proceed with the Cancellation must be ratified by the Shareholders. The Board has therefore proposed a fourth Resolution, being the Ratification Resolution, to be considered at the EGM alongside the three Requisitioned Resolutions proposed by Alpha Real Trust.
Industrial Multi Property Trust convenes EGM for 11 May 2017 : IMPT