London & Stamford Property has published a scheme circular to shareholders in relation to the election for UK real estate investment trust status.

The circular also contains proposals to establish London & Stamford Property Plc as the holding company of LSP by way of a scheme of arrangement under the Companies (Guernsey) Law 2008; the applications to the UKLA and the London Stock Exchange for admission of the company’s ordinary shares to the premium segment of the Official List and to trading on the Main Market of the London Stock Exchange; and the internalisation of the management of the business by acquiring the business and assets of LSI Management.

Two separate resolutions will be put to LSP shareholders, one to approve the scheme and one to approve the acquisition. LSP shareholders may approve the resolution to effect the scheme without approving the acquisition resolution, but not vice versa.

The scheme requires the approval of a majority in number of those LSP shareholders present and voting (either in person or by proxy) at the scheme court meeting, who represent at least 75 per cent in nominal value of the shares.

The scheme must then be sanctioned by the Guernsey Court for the scheme to become effective on admission.

The acquisition is also subject to an LSP shareholder vote at the extraordinary general meeting and requires a vote in favour of more than 50 per cent of the votes cast in person (or in the event of a poll, by proxy) by the LSP shareholders.

If the scheme becomes effective, following the requisite approval of LSP shareholders and the sanction of the court:

• Existing LSP shareholders will cease to own shares in LSP and will instead own shares in London & Stamford Property Plc (in the same proportions as their current shareholdings in LSP, save as a result of the issue of the consideration sShares under the LSI acquisition agreement);
• London & Stamford Property Plc will own the entire issued share capital of LSP;
• London & Stamford Property Plc will also own the entire issued share capital of LSI (Investments) Limited, which is the owner of the LSP group’s properties at Stoke-on-Trent and Newcastle-Under-Lyme;
• LSP will continue to own the property portfolio;
• London & Stamford Property Plc will be listed on the premium segment of the Official List and the PLC existing shares and the new ordinary shares will be traded on the Main Market of the London Stock Exchange. LSP existing ordinary shares will cease to be traded on AIM and the PLUS Market; and
• The enlarged group will be a group UK Reit upon admission. The company will be the principal company of the group UK Reit.

It is the company's intention to apply for admission to listing of its ordinary shares on the premium segment of the Official List and admission to trading on the Main Market. Pursuant to Rule 41 of the AIM Rules for Companies, LSP has given notice of the intended cancellation of trading of its shares on the AIM market of the London Stock Exchange.

Following the requisite approval of LSP shareholders, trading in LSP existing ordinary shares is expected to be cancelled on AIM and the PLUS Market at 7am on 1 October 2010. The last day of dealing in the LSP existing ordinary shares is expected to be 30 September 2010. It is expected that admission will become effective and that dealings in the PLC existing ordinary shares and the new ordinary shares will commence at 8am on 1 October 2010.