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STENPROP LIMITED - POSTING OF LETTER TO SHAREHOLDERS AND NOTICE OF SPECIAL GENERAL MEETING

Hamilton, Bermuda:  February 7, 2018 –In a filing with the Bermuda Stock Exchange (“BSX”), Stenprop Limited (the “Company” or “Stenprop”; Ticker: STP.BH) announced the posting of letters to shareholders and notice of SGM. The full filing stated:

Shareholders are advised that a letter (“letter to shareholders”) relating to the proposed listing on the London Stock Exchange (“LSE”) (“LSE listing”), the conversion of the Stenprop group to a UK real estate investment trust (“REIT”) (“REIT conversion”) and the migration of the company’s jurisdiction of incorporation from Bermuda to Guernsey (“Migration”) together with a notice convening a special general meeting has been posted to shareholders today. The letter is available on the company’s website, www.stenprop.com.

 

The directors of Stenprop (“the board”) are of the view that an LSE listing will assist the company in achieving its strategic objective of becoming the leading multi-let industrial (“MLI”) business in the UK. Accordingly, the company intends to seek a listing on the Specialist Fund Segment of the LSE. In the longer term, access to additional investors, including, in particular, UK investors focused on specialist income funds, should improve liquidity in the company’s shares and provide access to equity capital, both of which will be beneficial to the strategic aims of the company and should add value to shareholders. The LSE listing will provide Stenprop with the further benefit of a listing in the same geographical jurisdiction as the majority of its property assets. Following a successful listing on the LSE, the company will delist from the Bermuda Stock Exchange (“BSX”). The Company will retain its primary listing on the Johannesburg Stock Exchange (“JSE”).

 

The board also believes that the Company and its shareholders would benefit significantly from the conversion of the Stenprop group to a UK REIT structure for the reasons contained in the letter to shareholders. The conversion to UK REIT status is subject to the satisfaction of various conditions. Confirmation that these conditions have been satisfied and the effective date of the REIT conversion will be announced on SENS in due course.

 

In connection with the proposed LSE listing, it is proposed that the company migrate from Bermuda to Guernsey and adopt new articles of incorporation.

 

Further details of the LSE listing, REIT conversion and Migration are contained in the letter to shareholders.

 

The Migration and the adoption of the new articles of incorporation are subject to Stenprop shareholders passing the requisite resolutions at the special general meeting of Stenprop shareholders to be held at Kingsway House, Havilland Street, St Peter Port, Guernsey, GY1 2QE on Wednesday, 7 March 2018 at 9.30 am (GMT)/11:30 am (SAST).

 

SALIENT DATES AND TIMES

 

The precise timing of the REIT conversion and the listing on the LSE are yet to be confirmed. The salient dates and times relating to the REIT conversion and the LSE listing will be announced on SENS and the BSX website in due course. The Migration is expected to occur in accordance with the indicative timetable below.

 

 

 

Record time and date for attending and voting at the special general meeting, 3.30 pm (GMT)/5.30 pm (SAST) on

Friday, 2 March 2018

 

 

Last day to lodge forms of proxy for the special general meeting (by 3.30 pm (GMT)/5.30 pm (SAST)) on

Forms of proxy not lodged with the transfer secretaries in time may be handed to the chairman of the general meeting immediately before the commencement of the meeting.

Friday, 2 March 2018

 

 

 

 

Special general meeting held (at 9.30 am (GMT)/11:30 am (SAST)) on

Wednesday, 7 March 2018

 

 

Results of the special general meeting released on SENS and the BSX website on

Thursday, 8 March 2018

 

 

Effective date of Migration

Friday, 23 March 2018

 

 

Issue of new ISIN and finalisation announcement released on SENS and the BSX website on

Monday, 26 March 2018

 

 

Last day to trade on the JSE and BSX under the existing ISIN: BMG8465Y1093

Tuesday, 3 April 2018

 

 

Listing and trading of the company’s shares under the new ISIN

Wednesday, 4 April 2018

 

 

Record date for the change in ISIN

Friday, 6 April 2018

 

 

CSDP and broker accounts of dematerialised shareholders updated on

Monday, 9 April 2018

 

 

New replacement share certificates issued, provided that old share certificates have been lodged with the transfer secretaries by 12:00 on Friday, 6 April 2018, on (share certificates received after this time will be posted within five business days)

Monday, 9 April 2018

 

The above dates and times are subject to change. Any changes will be released on SENS and in the press. Share certificates may not be demateriliased or rematerialised between Wednesday, 4 April 2018 and Friday, 6 April 2018, both days inclusive, nor may transfers of shares between sub-registers in South Africa and Bermuda take place between Tuesday, 27 March 2018 and Friday, 6 April 2018, both days inclusive. Please note that the new ISIN will only be issued following the effective date of the Migration. Details of the new ISIN will be included in the finalisation announcement, which is expected to be released on SENS and the BSX website on Monday, 26 March 2018. 

 

Stenprop has a primary listing on the Main Board of the JSE and a secondary listing on the BSX.

 

7 February 2018

JSE sponsor

JAVA CAPITAL

 

Bermuda Stock Exchange sponsor

Estera Securities (Bermuda) Limited

 

STENPROP LIMITED

(Incorporated in Bermuda)

(Registration number 47031)

BSX share code: STP.BH    JSE share code: STP   

ISIN:  BMG8465Y1093

(“Stenprop”or “the company”)

 

TRADING HOURS

08:30-09:00 Price Discovery
09:00-16:30 Continuous Trading

CONTACT DETAILS

TEL: +1 (441) 292 7212
FAX: +1 (441) 292 7619
Email: info@bsx.com

LOCATION

30 Victoria Street
3rd Floor
Hamilton, Bermuda

MAILING ADDRESS

P.O. Box HM 1369
Hamilton HMFX

Disclaimer

 

The information contained in these pages has been obtained from sources which The Bermuda Stock Exchange believes are reliable. However, the accuracy of the information cannot and is not guaranteed and The Bermuda Stock Exchange makes no representation as to its accuracy or completeness. Neither this Web site, nor any information contained herein, constitutes advice or a solicitation to subscribe, purchase or sell any securities. The Bermuda Stock Exchange expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents of this site or any external sites referenced from this website.