Statement re publication of circular

SCHRODER GLOBAL REAL ESTATE SECURITIES LIMITED - Statement re publication of circular

PR Newswire

London, March 3

3 March 2016

SCHRODER GLOBAL REAL ESTATE SECURITIES LIMITED

On 21 December 2015 the board of directors (the "Board") of Schroder Global Real Estate Securities Limited (the "Company") announced that, having reviewed the strategy and future of the Company, it would put forward proposals to Shareholders for the reconstruction and voluntary winding-up of the Company and such scheme would provide an opportunity for shareholders to retain their exposure to the same asset class through one or more open-ended vehicles managed by Schroder Real Estate Investment Management Limited or its affiliates or, should they so elect, to receive cash.

The Company has today published a circular to Shareholders in connection with these Proposals (the "Circular"), setting out, inter alia, the terms of the Proposals.

The Proposals

Under the Proposals, Shareholders can elect to:

• roll their investment over into Class Z Income GPB units in Schroder Global Real Estate Securities Fund (previously named Schroder Global Property Securities Fund), a UK authorised unit trust constituted under COLL (SUTL GPS) and managed by Schroder Unit Trusts Limited (the SUTL GPS Option);

• roll their investment over into Class C Distribution USD shares in Schroder International Selection Fund Global Property Securities, a sub-fund of Schroder International Selection Fund, an open-ended investment company organised as a “société anonyme” under the laws of the Grand Duchy of Luxembourg and qualif ied as a “SICAV” (SISF GPS) and managed by Schroder Investment Management (Luxembourg) S.A (the SISF GPS Option); and/or

• receive cash on the winding-up of the Company (the Cash Option).

Shareholders’ entitlements under the Proposals will be based on the Residual Net Asset Value per Share which will be calculated as at the close of business on 10 May 2016 and determined on 11 May 2016.

Eligible Shareholders may elect for a mixture of the above options, as suits their personal investment requirements.

Shareholders who do not make an Election (by failing to return a Form of Election in the case of Shares held in certificated form or failing to send a TTE Instruction in the case of Shares held in uncertificated form) by 22 March 2016 will be deemed to have elected for the SUTL GPS Option which is the Default Option.

Schroder Global Real Estate Securities Fund

SUTL GPS is an authorised unit trust constituted under COLL and managed by Schroder Unit Trust Limited. SUTL GPS’s investment objective is to provide a total return primarily through investment in real estate investment trusts, equity and debt securities of other types of property companies worldwide. SUTL GPS seeks to achieve its investment objective by investing in directly held transferable securities. The fund may also invest in collective investment schemes, derivatives, cash, deposits, warrants and money market instruments.

Further details on SUTL GPS are set out in the Circular to be sent to Shareholders.

Schroder International Selection Fund Global Property Securities

SISF GPS is a sub-fund of Schroder International Selection Fund, an open-ended investment company organised as a “société anonyme” under the laws of the Grand Duchy of Luxembourg and qualified as a “SICAV”. The SISF GPS Shares are denominated in USD whereas the Shares are denominated in Sterling. SISF GPS’s investment objective is to provide a total return primarily through investment in equity securities of property companies worldwide. The fund seeks to achieve its investment objective by investing in global property companies which generate the majority of their earnings from property investment related activities.

Further details on SISF GPS are set out in the Circular to be sent to Shareholders.

Benefits of the Proposals

The Directors believe that the Proposals are in the best interests of Shareholders because they provide flexibility and, specifically:

• they allow Shareholders who elect to roll over into SUTL GPS and/or SISF GPS to continue their investment in funds with similar investment objectives to those of the Company and which seek to provide a total return through exposure to global property related securities;

• SUTL GPS Units and SISF GPS Shares are being offered to Shareholders without an initial subscription fee or requirement for minimum investment levels which would usually be applied to direct subscriptions;

• as SUTL GPS and SISF GPS are open-ended investment vehicles, SUTL GPS Units and/or SISF GPS Shares can be redeemed in the ordinary course of business on any dealing day in the United Kingdom or Luxembourg, respectively, without penalty, at the prevailing net asset value per unit or share;

• they should allow Shareholders who elect to receive units or shares in one or more of the Rollover Funds to retain their investment exposure without triggering a disposal for UK capital gains purposes until disposing of such units or shares at a time of their choosing; and

• Shareholders who elect for the Cash Option and Restricted Persons will be able to receive cash following the implementation of the Proposals in the voluntary winding up of the Company.

Shareholders’ approval

Shareholders’ approval is required under the provisions of the Law, the Articles and the Listing Rules to implement the Proposals.

First General Meeting

At the First GM, special resolutions will be proposed to (i) re-classify the rights attaching to the Shares such that those Shareholders who elect (or are deemed to elect) to roll over some or all of their Shares into SUTL GPS will, in respect of such Shares, hold Shares with “A” rights giving them the right to receive SUTL GPS Units on a winding-up of the Company, those Shareholders who elect to roll over some or all of their Shares into SISF GPS will, in respect of such Shares, hold Shares with “B” rights giving them the right to receive SISF GPS Shares on a winding-up of the Company, and those Shareholders who elect or are deemed to have elected to receive cash in respect of some or all of their Shares will, in respect of such Shares, hold Shares with “C” rights giving them the right to receive cash on a winding-up of the Company; (ii) authorise the implementation of the Scheme by the Liquidators including the cancellation of the listing of the Company’s Shares from the Official List; and (iii) amend the Articles for the purposes of implementing the Scheme.

Second General Meeting

Conditional upon the Resolutions being proposed at the First GM being passed, the following resolutions will be proposed at the Second GM: (i) a special resolution to place the Company into voluntary winding up; (ii) an ordinary resolution to appoint the proposed Liquidators, to set out the basis on which the Liquidators’ fees shall be calculated, to confer appropriate powers on the Liquidators and to instruct the Secretary to hold the books of the Company to the Liquidators’ order; and (iii) an extraordinary resolution to divide the whole or any part of the assets of the Company amongst the Shareholders in specie.

EXPECTED TIMETABLE

* In accordance with regulations in Luxembourg governing new subscriptions to SISF GPS, the anti-money laundering and KYC requirements of the SISF Manager must be accommodated before the reclassification of Shares in respect of Shareholders who have elected for the SISF GPS Option can take place; accordingly the period between the date for the return of Forms of Election (22 March 2016) and the Record Date (27 April 2016) is longer than would usually be the case.

** For the avoidance of doubt the Company’s Register of members will remain open until the Effective Date

*** Reclassified Shares are a technical requirement of the Scheme and will be created if the first special resolution to be proposed at the First General Meeting is passed and becomes effective

Each of the times and dates in the expected timetable may (where permitted by law) be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders through a Regulatory Information Service provider.

With effect from the First GM when the reclassification of the Shares takes effect and in advance of the Effective Date, the Company and/or the Manager (or their agents) will to the extent practicable, realise or realign the undertakings and business carried on by the Company in accordance with the Scheme and the Elections made (or deemed to be made) and in particular ensure that sufficient cash is available in the Cash Pool.

This announcement does not contain all the information which is contained in the Circular and Shareholders should read the Circular to make an informed election under the Proposals. Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.A copy of the Circular will shortly be submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSMEnquiries:Neil Turner or Andrew RobbensSchroder Real Estate Investment Management LimitedTel : +44 (0) 207 658 3017 or +44 (0) 207 658 3780Franczeska HanfordNorthern Trust International Fund Administration Services (Guernsey) LimitedTel: +44 (0) 1481 745918Paul Fincham or Jonathan BecherPanmure GordonTel : +44 (0) 207 886 2500Company website: www.schroderglobalrealestatesecurities.com