Announcement of General Meeting
GROUND RENTS INCOME FUND PLC ("GRIO" OR THE "COMPANY")
Capital Reduction and Deeds of Waiver
Ground Rents Income Fund plc announces that it is convening a meeting of its Warrantholders and a general meeting of its Shareholders, respectively at 10.00am and 10.30am on 8 November 2019 at the Company's registered office, 1 London Wall Place, London, EC2Y 5AU, for the purposes of seeking the approval of Shareholders to:
· cancel the Company's share premium account in order to create distributable reserves to better facilitate the payment of future dividends ("Capital Reduction"); and
· release the Shareholders, the Directors and a former Director from potential claims regarding the making of certain historic dividends otherwise than in accordance with the provisions of the Companies Act 2006.
In addition, approval will be sought from Warrantholders to allow the Company to declare distributions from the capital reserve arising from the Capital Reduction.
The Company's investment objective is to generate consistent and significant income returns for its Shareholders. To ensure that the Company can continue to pay quarterly dividends to its Shareholders in line with past practice, the Board proposes that the Company undertakes a capital reduction to create additional distributable reserves, to support future dividend payments. The Board has concluded that by cancelling the Company's share premium account, the reserve thereby created would allow the Company greater flexibility to return dividends to Shareholders, than would otherwise be the case.
The proposed capital reduction of approximately £45.8 million will, if approved by the Shareholders, and subsequently approved by the Court, give rise to a distributable capital reserve of the Company and from which (subject to the approval of the Warrantholders) future distributions to Shareholders can be paid. It is anticipated that, following Shareholder approval, and subject to the Court's hearing timetable and further requirements of the Companies Act 2006 being satisfied, the reduction should take effect in December, following which it is the Board's intention that a dividend for the period July to September 2019 will be declared and paid before the end of December 2019.
In accordance with the dividend policy announced on 7 August 2019 as part of the Company's strategy update the Company's anticipated interim dividend timetable for 2020 is as follows:
Expected payment date
October - December 2019
January - March 2020
April - June 2020
July - September 2020
In addition, the Company also intends to regularise the position with respect to historic dividends, in relation to which the Company has recently become aware that such dividends were made otherwise than in accordance with the provisions of the Companies Act 2006. In order to put the potentially affected parties in the position which they were always intended to be, the Company is proposing to waive any and all claims which it has or may have in respect of either current or former shareholders, or current or former directors, in relation to such dividends.
The text of each of the circulars convening the meetings of the Shareholders and Warrantholders of the Company can be found at the following location: http://www.rns-pdf.londonstockexchange.com/rns/6212Q_1-2019-10-21.pdf
22 October 2019
FOR FURTHER INFORMATION CONTACT:
Schroder Real Estate Investment Management Limited
James Agar / Matthew Riley
020 7658 6000
N+1 Singer (Broker)
James Maxwell / Ben Farrow
020 7496 3000
James Whitmore / Jeremy Carey
020 7920 3150
Appleby Securities (Channel Islands) Limited (Sponsor)
Andrew Weaver / Angharad Prescott
01481 755 600
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