9th May 2007 17:07
Close High Income Properties PLC09 May 2007 9 May 2007 Close High Income Properties plc Proposals for the early conversion of the Company's 'C' Shares and amendments tothe Articles of Association to facilitate an early conversion of the 'D' Shares Further to the announcement by Close High Income Properties plc (the "Company")of 26 April 2007 (the "Announcement") which contained its preliminary resultsfor the year ended 31 December 2006 and included details of an intention to seekshareholder approval for the early merger of Ordinary Shares and 'C' Shares andto make other amendments to the Articles of Association of the Company (the "Proposals"), the Company announces that it is now issuing a Circular (the "Circular") to shareholders convening an Extraordinary General Meeting andSeparate Class Meetings of each share class on 6 June 2007 to consider and, ifthought fit, approve the Proposals on the terms outlined in the Announcement andin more detail below. Conversion of 'C' Shares Accordingly, if the resolutions set out in the notices of an ExtraordinaryGeneral Meeting and of Separate Class Meetings which are attached to theCircular are passed: • Ordinary Shareholders on the register on the Special DividendRecord Date (being the close of business on 8 June 2007) will receive a SpecialDividend of 20.08 pence per share; • on the Conversion Date (which is expected to be 11 June 2007), 'C' Shareholders will receive for each 'C' Share held by them on the ConversionRecord Date (being close of business on 8 June 2007) 0.9 Ordinary Shares and 1Deferred Share. This is equivalent to 9 Ordinary Shares for every 10 'C' Sharesheld. The Deferred Shares will have minimal rights attaching to them and willbe, in practice, have little or no value; and • the annual target dividend for the Existing Ordinary Shares(being those Ordinary Shares already in issue) and the New Ordinary Shares(being the Ordinary Shares arising from conversion of the 'C' Shares) (followingconversion of the 'C' Shares) will be 8.5 pence per share representing anincrease of 9.7% and 5.5% respectively on the current annual target dividendsfor the Existing Ordinary Shares and 'C' Shares respectively. The annual target dividend is for illustrative purposes only, and is based onthe Assumptions which are set out in the Circular and should not be regarded asa forecast or an assurance. It is expected that definitive share certificates for New Ordinary Sharesarising from the conversion of the 'C' Shares will be dispatched by post by 15June 2007. Pending issue of those New Ordinary Share certificates, transfers ofNew Ordinary Shares will be certified against the Register. Trading in the 'C'Shares on the London Stock Exchange will be cancelled with effect from theConversion Date. Fractions of New Ordinary Shares arising on conversion will beaggregated and sold in the market for the benefit of the Company. Following thecreation of the New Ordinary Shares arising from the conversion, all of the NewOrdinary Shares will rank pari passu in all respects with the Existing OrdinaryShares. The Existing Ordinary Shares are already admitted to CREST so such shares can beheld in certificated or uncertificated form. The amended Articles authorise theCompany to appoint a person to execute a transfer of the Deferred Shares, for noconsideration, to a person nominated by the Company to hold all of the DeferredShares. In due course these Deferred Shares will be bought in by the Company fora nominal sum. No application will be made for the Deferred Shares to be admitted to theOfficial List or any other recognised investment exchange. Further Amendments to Articles of Association In addition to permitting the accelerated conversion of the 'C' Shares intoOrdinary Shares the Circular also details proposals to provide the Directorswith greater flexibility to facilitate the early conversion of the 'D' Sharesinto Ordinary Shares in the future. At present, the 'D' Shares will convert intoOrdinary Shares in March 2009 by reference to the NAV disclosed in the auditedaccounts for the year ending 31 December 2008. The existing Articles alreadycontain a provision allowing the 'D' Shares to be converted early in so-called "force majeure circumstances" and it is now intended to extend this provision toallow the Directors to effect an early conversion where it is necessary ordesirable in order to provide maximum flexibility in the management of thecombined property portfolios going forwards (as is the case for the earlyconversion of the 'C' Shares). This right will only be exercised by theDirectors in the future if they are satisfied that an early conversion of the 'D' Shares will not otherwise prejudice the rights attaching to the 'D' Sharesand/or the Ordinary Shares at that time. Further details of the conversion of the 'C' Shares and the amendments to theArticles of Association are detailed in the Circular, a copy of which will beavailable shortly for inspection at the UK Listing Authority's Document ViewingFacility which is situated at: UK Listing Authority Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS For further information please contact: Peter Roscrow, Close Investments Limited (Tel: 020 7426 4174) This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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