Highcroft Investments PLC Notice of AGM (2453V)
2016年4月14日 - 10:00PM
ＲＮＳを含む英国規制内ニュース （英語）
TIDMHCFT
RNS Number : 2453V
Highcroft Investments PLC
14 April 2016
Highcroft Investments PLC
2015 Annual Report and 2016 AGM Notice
and
Proposed Transfer of Listing Category
2015 Annual Report, 2016 AGM Notice
Highcroft Investments PLC ("Highcroft" or the "Company") advises
that the Annual Report for the year ended 31 December 2015 and the
notice, together with an explanatory Circular, convening the Annual
General Meeting (the "AGM Circular") to be held on 12 May 2016 have
been posted to shareholders and are available on the Company's
website at: http://www.highcroftplc.com/.
Copies of these documents have been submitted to the National
Storage Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM.
Proposed Transfer of Listing Category
The AGM Circular contains a resolution to approve the transfer
of the listing category of the Company to a "premium listing
(commercial company)" from a "premium listing (closed-ended
investment fund)" to reflect the Company's strategy and business
(the "Transfer").
Shareholders should note that the proposed transfer will only
change the listing category of the Company in relation to the
Listing Rules of the Financial Conduct Authority, and will not
affect the Company's status as a company with a premium listing or
as a UK REIT or the trading of its shares on the Main Market of the
London Stock Exchange.
Further details of the background to and reasons for the
Transfer can be found in this announcement.
Enquiries:
Highcroft Investments PLC
Roberta Miles
Company Secretary
Tel: 01865 840 023
Panmure Gordon (UK) Ltd
Karri Vuori / Fabien Holler / Jonathan Surr
Tel: 020 7886 2500
Background to and reasons for the Transfer of Listing
Category
The AGM Circular contains a special resolution to approve the
transfer of the listing category of the Company to a "premium
listing (commercial company)" under Chapter 6 of the Listing Rules
of the Financial Conduct Authority from a "premium listing
(closed-ended investment fund)" under Chapter 15 of the Listing
Rules.
The Financial Services Authority (the predecessor to the
Financial Conduct Authority (FCA)) made changes to the Listing
Rules to introduce the Listing Categories with effect from 6 April
2010 but it has only recently come to the Board's attention that,
with effect from that date, the listing categorisation for the
Company's ordinary shares has been "premium listing (closed-ended
investment fund)".
Both prior to and since 6 April 2010, the Company has conducted
itself on the basis that it is a UK REIT operating as a commercial
company and not as an investment fund and since that date the Board
has managed the Company as a premium equity commercial company so
as to comply with Chapter 6 of the Listing Rules.
The Board believes that the Company's current categorisation is
inadequate as it does not reflect its sphere of activity or its
strategy as a commercial company. If the Transfer is not approved
and the listing category of the Company remains unchanged as a
closed-ended investment fund, the Company will not be in a position
to fulfil its strategy and will have to take steps to comply fully
with Chapter 15 of the Listing Rules which will involve significant
changes in its strategy and operations as well as additional
regulatory and compliance obligations and costs. We set out below a
summary of the key additional requirements which the Company will
have to comply with if the Transfer is not approved.
If Shareholders approve the Transfer at the Company's AGM to be
held on 12 May 2016, then the transfer out of the premium listing
(investment company) category into a premium listing (commercial
company) is expected to take effect on or around 13 June 2016.
Key additional requirements for the Company under Chapter 15 of
the listing Rules of the Financial Conduct Authority (Closed-ended
Investment Funds: Premium listing)
Closed-ended Commercial Further detail
investment fund company on
(Chapter 15) (Chapter Highcroft's
6) strategy
------------- ------------------------------------------------------------ ---------------------------------------------------------- ----------------
Investment The Company's
policy * Must invest and manage its assets in accordance with * Not required for commercial companies strategy and
its published investment policy objectives are
to enhance
shareholder
* Shareholder approval is required for any material value by
alterations to that policy managing
its properties
and equity
* The investment policy must cover asset allocation, investments
risk diversification and gearing, and include maximum with a view to
exposure increase
capital
value, increase
profits and
increase
dividends.
There
are no policies
in relation to
asset
allocation,
risk
diversification
and gearing and
no maximum
exposure.
------------- ------------------------------------------------------------ ---------------------------------------------------------- ----------------
Spreading The Company has
investment * Must invest and manage its assets in a way which is * Not required for commercial companies no requirements
risk consistent with spreading investment risk that it must
spread
investment
risk and no
concentration
limits, other
(MORE TO FOLLOW) Dow Jones Newswires
April 14, 2016 09:00 ET (13:00 GMT)
than those
imposed
by the UK REIT
regime.
------------- ------------------------------------------------------------ ---------------------------------------------------------- ----------------
Trading The Company is
activities * Must not conduct any trading activity, which is * Trading can be conducted a commercial
significant in the context of the company (although company and,
trading may be carried out through portfolio within the
companies) constraints
of the UK REIT
Regime, trades
its properties
and equity
investments,
with regular
disposals and
acquisitions.
------------- ------------------------------------------------------------ ---------------------------------------------------------- ----------------
Transactions Acquisitions
* Can enter into any transaction within the scope of * Subject to Class Tests set out in Chapter 10 of the and disposals
published investment policy, whatever the size Listing Rules have been
carried
out as a
commercial
company under
Chapter 6.
------------- ------------------------------------------------------------ ---------------------------------------------------------- ----------------
Further The Company
issuances * May not issue shares at a discount to net asset value * Listing Rules limit the discount to middle market intends
of shares per share unless first offered pro rata to existing price to 10% unless by way of a fully pre-emptive to follow ABI
shareholders or shareholder approval given rights issue or specific approval given by guidelines in
shareholders relation to
further
issuances of
* ABI guidelines limit this to 5% for a placing shares.
------------- ------------------------------------------------------------ ---------------------------------------------------------- ----------------
Alternative Should
Investment * Applies * Does not apply: a commercial company is not an AIF Resolution
Fund 11 not be
Managers passed,
Directive the company
2011/61/EU would
(the be an
"AIFMD") alternative
investment fund
(AIF) and would
require FCA
authorisation
as a small
authorised
alternative
investment
fund manager,
with an
increase
in compliance
and regulatory
costs.
------------- ------------------------------------------------------------ ---------------------------------------------------------- ----------------
Controlling The Company has
Shareholders * Does not apply * Applies a controlling
shareholder
agreement
and complies
fully with the
relevant rules.
(MORE TO FOLLOW) Dow Jones Newswires
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------------- ------------------------------------------------------------ ---------------------------------------------------------- ----------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
April 14, 2016 09:00 ET (13:00 GMT)
Highcroft Investments (LSE:HCFT)
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から 6 2024 まで 7 2024
Highcroft Investments (LSE:HCFT)
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から 7 2023 まで 7 2024
