THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about the action you should take in relation to this Circular you are recommended to seek your own personal advice immediately from your legal, tax, accountant or other professional adviser. If you sell or have sold or transferred your shares, this Circular and any other related documents should be passed on to the person or persons through/to whom the sale or transfer was effected for transmission to the purchaser or transferee. THE GLANMORE PROPERTY FUND LIMITED (A non-cellular company incorporated under the laws of the Island of Guernsey with registered number 31660 and authorised by the Guernsey Financial Services Commission as an authorised open-ended class B collective investment scheme) NOTICE OF EXTRAORDINARY GENERAL MEETING to consider recommended proposal for a voluntary winding up of The Glanmore Property Fund Limited Notice of the extraordinary general meeting of the Shareholders of The Glanmore Property Fund Limited is included with this document. You are requested to complete and return the enclosed Shareholder Form of Proxy in accordance with the instructions printed on it.
CONTENTS Page Letter from the Board of The Glanmore Property Fund Limited 1 Expected timetable 7 Notice of Extraordinary General Meeting 8 Shareholder Form of Proxy 10
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken you should consult your legal, tax, accountant or other professional adviser. Letter from the Board of Directors GLANMORE PROPERTY FUND LIMITED (the "Fund") (a non-cellular company incorporated under the laws of the Island of Guernsey with registered number 31660 and authorised by the Guernsey Financial Services Commission as an authorised open-ended class B collective investment scheme) Directors: Robert Court Richard Babbé Tony Pickford Angus Bodman Daniel Moylan Anthony Wands Registered Office: PO Box 255 Trafalgar Court Les Banques St. Peter Port Guernsey GY1 3QL Channel Islands 31 October 2016 Dear Shareholder RECOMMENDED PROPOSAL FOR THE FUND TO BE VOLUNTARILY WOUND UP Introduction On 11 December 2015 the Fund posted a circular (the "Reorganisation Circular") to its shareholders (the "Shareholders") in order to recommend a reorganisation of the Fund and a scheme of arrangement (the "Reorganisation Proposals"). Shareholder meetings to consider and approve the Reorganisation Proposals were convened and held on 20 January 2016 but, despite the recommendations of the directors of the Fund, the Reorganisation Proposals did not receive sufficient support at such meetings. As a result, the Reorganisation Proposals did not proceed. In the Circular it was stated that the board directors of the Fund (the "Board") had determined that, in the event that the Reorganisation Proposals did not proceed, the Board would "continue the suspension of all redemptions of Shares and commence an orderly disposal of the Fund's assets prior to a formal winding up of the Fund". Since that time, the Board has carried out an orderly disposal of all but two of the Fund's remaining properties in preparation for a formal winding up of the Fund. As of 30 September 2016, the net asset value of the Fund was 44.2 million with cash of 38.0million. 1
The Board has also held discussions with a number of potential liquidators in order to select the liquidators which the Board considers to be most appropriate in the context of the proposed voluntary winding up of the Fund (the "Winding Up"). As a result of those discussions, the Board has agreed terms of engagement with James Robert Toynton and Benjamin Alexander Rhodes of Grant Thornton Limited and Sean Croston of Grant Thornton UK LLP, to act as liquidators of the Fund, subject to their appointment by the Shareholders. The principal purpose of this document is to set out the background to, and reasons for the Winding Up and why the Board is unanimously recommending that you vote in favour of the resolutions to be proposed at an extraordinary general meeting to be held at the registered office of the Fund, Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL at 11:00 a.m. on Tuesday, 29 November 2016 (the "Extraordinary General Meeting" or "EGM"), notice of which is set out at the end of this document. Measures to be taken to facilitate the Winding Up In order to facilitate the Winding Up, the resolutions to be proposed at the EGM include the following resolutions: 1. A resolution to suspend the valuation of the net asset value of the Fund, unless and until the liquidator of the Fund determines otherwise. This will enable the liquidator of the Fund to concentrate on concluding the winding up of the Fund and distributing the remaining assets to Shareholders, without the need to comply with the provisions of the Articles requiring a regular valuation of the Fund's net asset value. 2. A resolution to authorise the liquidator of the Fund to hold any unclaimed distributions on trust for the relevant Shareholders. When the Fund has previously paid dividends, a number of Shareholders have not claimed, or been unable to claim, their portion of such dividends. This may arise where a Shareholder is no longer in contact with the Fund and the Fund has no current contact details or bank account details for such Shareholder. Alternatively, it may arise where a Shareholder has failed to provide the required ownership and identification information which is necessary to comply with anti-money laundering and terrorist financing regulations so that, as a result, the Fund is unable to release the payment to such Shareholder. Under the current Articles, such unclaimed payments must be retained for six years, after which they revert to the Fund. If any amounts payable to Shareholders in the course of the Winding Up remain unclaimed, it will not be possible for the liquidator to conclude the Winding Up and dissolve the Fund. This would extend the Winding Up and increase the costs to the Fund, thereby reducing the amount available for distribution to all Shareholders. Accordingly, it is proposed that if any distributions remain unclaimed when the liquidator of the Fund is ready to conclude the Winding Up, such payments shall be held by the liquidator on trust for the relevant Shareholders, and not for the Fund. This will allow the Fund to be dissolved, notwithstanding that such payments cannot be paid at such time. The liquidator will be required to continue to take steps to seek to make the payments but if the payments remain unclaimed after the expiry of eighteen months after the dissolution of the Fund, the liquidator will dispose the unclaimed amounts (less any costs incurred) by donation to a charity of their choice or remittance to HM Receiver General as bona vacantia. 2
Distributions to shareholders If the Shareholders resolve to wind up the Fund, it is anticipated that a first interim distribution will be made within three months of commencement of the Winding Up. Cost of the Winding Up The costs and expenses of printing this document and of calling and holding the Extraordinary General Meeting (including any adjourned meeting) and of the preparation and implementation of the proposed Winding Up will be met by the Fund. Provision of information to the Fund Shareholders should note that, for regulatory reasons, all distributions to be made pursuant to the winding up of the Fund will need to be made by bank transfer, and not by cheque. Accordingly, all Shareholders will need to ensure that the Fund has, or is provided with, valid details of a bank account to which such payments can be made. In addition, the Fund's administrator and company secretary, Northern Trust International Fund Administration Services (Guernsey) Limited ("Northern Trust"), will need to be satisfied that it has received all necessary documentation in relation to each Shareholder for the purposes of compliance with applicable regulations, including anti-money laundering and terrorist financing regulations. Accordingly, if you have received (or in due course receive) a request for documentation by Northern Trust please ensure that the requested information is provided as soon as possible, as the liquidator will be unable to make a payment to you if the required documentation is not provided. Guernsey regulatory notification The Fund is authorised by the Guernsey Financial Services Commission as an authorised open-ended class B collective investment scheme pursuant to section 8 of the POI Law and The Authorised Collective Investment Schemes (Class B) Rules 2013 (the "Class B Rules") made thereunder. Notification of the proposed Winding Up the Fund has been given to the Guernsey Financial Services Commission, pursuant to Rule 2.11(1)(d) of the Class B Rules. Delisting of the Fund from the Irish Stock Exchange It is intended that, following the appointment of the liquidator to facilitate the proposed Winding Up, the Directors will seek to delist the Fund from the Irish Stock Exchange. Extraordinary General Meeting The Directors are convening the Extraordinary General Meeting in order to seek Shareholders approval of the Winding Up and related matters. In particular, at the Extraordinary General Meeting the following resolutions (the "Resolutions") will be proposed: 3
(a) (b) (c) (d) a special resolution approving the Winding Up, in accordance with section 391(1)(b) of the Companies Law; a special resolution suspending the valuation of the net asset value of the Fund, unless and until the liquidator of the Fund determines otherwise; a special resolution authorising the liquidator of the Fund to hold any unclaimed distributions on trust for the relevant Shareholders; an ordinary resolution approving the appointment of: (i) James Robert Toynton and Benjamin Alexander Rhodes of Grant Thornton Limited, PO Box 313, Lefebvre House, Lefebvre Street, St Peter Port, Guernsey GY1 3TF; and (ii) Sean Croston of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU to act as liquidators of the Fund; (e) an ordinary resolution approving the remuneration of the liquidators. If the Resolutions are approved at the Extraordinary General Meeting, the Winding Up will commence immediately following the approval (the "Effective Date"). You will find as set out at the end of this document, a notice convening the Extraordinary General Meeting to be held at 11:00 a.m. on Tuesday, 29 November 2016 together with a form of proxy to be used in connection with the Extraordinary General Meeting (the "Shareholder Form of Proxy"). A pre-paid reply envelope is included to assist you in returning the Shareholder Form of Proxy to the Fund. Important Considerations You are reminded of the need to obtain advice from your legal, tax, accountant or other professional adviser if you are in any doubt about the action you should take in relation to this Circular. Action to be taken Shareholders who wish to vote at the Extraordinary General Meeting must either attend in person or submit the Shareholder Form of Proxy (attached) to the registered office of the Fund as soon as possible and in any event so that it is received not later than 48 hours prior to the time appointed for the EGM. A pre-paid reply envelope is included to assist you in returning the Shareholder Form of Proxy to the Fund. Shareholders are reminded that the Directors do not have the discretion to accept Shareholder Forms of Proxy that are submitted later than this time. 4
Completion and return of the Form of Proxy will not prevent Shareholders from attending and voting in person at the Extraordinary General Meeting, should they wish to do so. If you have appointed a proxy and you attend the Extraordinary General Meeting in person and tender a vote, your proxy appointment in respect of the Extraordinary General Meeting will automatically be terminated. Shareholders wishing to attend in person and duly appointed proxies are requested to bring with them a valid form of photographic identification. Shareholders who are corporations can appoint a single authorised representative to attend the Extraordinary General Meeting on their behalf. Such representative is requested to bring with them a duly certified copy of the authorisation together with a valid form of photographic identification. In the absence of such identification Shareholders, proxies and authorised representatives may be refused admittance to the Extraordinary General Meeting. Further Information Shareholders should direct any enquiries concerning the voting procedures, to the Secretary, Northern Trust International Fund Administration Services (Guernsey) Limited, on telephone: +44 (0)1481 745702 or fax: +44 (0)1481 745051 or to TEAM_GLANMORE@ntrs.com. Should the shareholders resolve to wind up the Fund, enquires should continue to be sent to Northern Trust as above in the first instance. The announcement of the outcome of this meeting will be made on the Fund s website and on the stock exchange announcement page. No information other than that which is contained in this document will be given. No advice will be given on whether individual Shareholders should vote for or against the Resolutions. Recommendation The Directors consider that the Winding Up set out in this letter is in the best interest of the Fund and its Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting. Should the resolution to wind-up the Fund not obtain the required votes, the Board will need to find an alternative solution to effect the winding-up of the Fund. This is likely to take the form of an application to the Royal Court for the compulsory winding-up of the Fund. Such a process will result in significant additional costs and a delay of the winding down process, to the detriment of value to shareholders. This, the Directors believe, would not be in the Shareholders best interests. Yours faithfully Chairman For and on behalf of THE GLANMORE PROPERTY FUND LIMITED 5
DEFINITIONS Unless the contrary intention appears, a capitalised term defined in the Articles has the same meaning when used in this document. In addition, in this document the following words and expressions shall, except where the context otherwise requires, have the following meanings: "Articles of Incorporation" or "Articles" "Board" or "Directors" "business day" the articles of incorporation of the Fund; the directors of the Fund; a day on which banks are generally open for business in Guernsey other than a Saturday or a Sunday or public holiday; "Class B Rules" the Authorised Collective Investment Schemes (Class B) Rules 2013; "Companies Law" "EGM" or "Extraordinary General Meeting" "Fund" "Resolutions" the Companies (Guernsey) Law, 2008 (as amended); the extraordinary general meeting of the Fund to be held at the registered office of the Fund, Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL at 11:00 a.m. on Tuesday, 29 November 2016 (or any adjournment thereof), notice of which is set out at the end of this document; The Glanmore Property Fund Limited; the ordinary and special resolutions to be proposed at the EGM, as set out in the notice of the EGM; "Secretary" Northern Trust International Fund Administration Services (Guernsey) Limited; "Shareholder Form of Proxy" "Winding Up" the form of proxy for use in connection with the EGM; and the proposal for the Fund to be voluntarily wound up. 6
EXPECTED TIMETABLE Event Latest time and date for receipt of Shareholder Forms of Proxy for the Extraordinary General Meeting. Date 11:00 a.m. on Sunday, 27 November 2016. Extraordinary General Meeting. 11:00 a.m. on Tuesday, 29 November 2016. Register of members closed. Effective Date for Winding Up commences and Joint Liquidators appointed. 11:00 a.m. on Sunday, 27 November. On or around Tuesday, 29 November 2016 following the approval of Shareholders of the Resolutions. Or, if the EGM is adjourned, on or around 6 December 2016 following the approval of Shareholders of the Resolutions at that adjourned meeting. 7
APPENDIX THE GLANMORE PROPERTY FUND LIMITED (the "Fund") (a non-cellular company incorporated under the laws of the Island of Guernsey with registered number 31660 and authorised by the Guernsey Financial Services Commission as an authorised open-ended class B collective investment scheme) PO Box 255, Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL Channel Islands NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Fund will be held at Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL Channel Islands at 11:00 a.m. on Tuesday, 29 November 2016, or as soon as practicable thereafter without the need for further notice for the following purposes: To consider and, if thought fit, to pass the following resolutions: SPECIAL RESOLUTIONS 1. THAT, the Fund be voluntarily wound up pursuant to section 391(b) of the Companies (Guernsey) Law, 2008 (as amended) and a liquidator or liquidators be appointed. 2. THAT, conditional on resolution (1) above being passed, the valuation of the Net Assets (as defined in the articles of incorporation of the Fund (the "Articles")) of the Fund, and of the Net Asset Value of Participating Shares (as each term is defined in the Articles), shall be suspended unless and until the liquidators of the Fund determine otherwise. This resolution shall be deemed to vary and amend any provision of the articles of incorporation of the Fund which would, but for this resolution, require a valuation of the Net Assets of the Fund, or the Net Asset Value of Participating Shares, to be carried out. 3. THAT, conditional on resolution (1) above being passed: 3.1. all unclaimed distributions of assets to Members during or for the purposes of the winding up of the Fund ("Unclaimed Distributions") may be invested or otherwise made use of by the liquidators of the Fund for the benefit of the Fund until claimed and the Fund shall not be constituted as trustee in respect thereof. For the avoidance of doubt, Unclaimed Distributions shall include any distribution to be paid to a Member for whom the Fund has no current bank account details and any distribution which the Fund (or any of its agents including the liquidators of the Fund) is prevented from paying to a Member as a result of applicable law or regulations; For the purposes of enabling the Fund to be dissolved whilst any Unclaimed Distributions remain unclaimed, the liquidators of the Fund shall be entitled, in their entire discretion, to hold any 8
Unclaimed Distributions on trust for the relevant Member who is entitled to receive such Unclaimed Distribution and in such circumstances the following provisions shall apply: 3.1.1. The liquidators will make reasonable attempts to contact the Members to whom the Unclaimed Distributions are attributable. When the liquidators conclude that such member is uncontactable, after the expiry of eighteen months following the dissolution of the Fund, the liquidators will dispose of the Unclaimed Distributions (less any costs incurred) by donation to a charity of their choice or remittance to HM Receiver General as bona vacantia. 3.1.2. The liquidator is entitled to deduct the costs in respect of locating any Member to whom an Unclaimed Distribution is attributable from the Unclaimed Distribution attributable to that Member. 3.2. this resolution shall be deemed to vary and amend any provision of the Articles with respect to the Unclaimed Distributions. ORDINARY RESOLUTIONS 4. THAT, conditional on resolution (1) above being passed, James Robert Toynton and Benjamin Alexander Rhodes of Grant Thornton Limited, PO Box 313, Lefebvre House, Lefebvre Street, St Peter Port, Guernsey GY1 3TF and Sean Croston of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU be appointed as liquidators of the Fund (the "Liquidators") for purpose of the winding-up of the Fund on their usual terms of business to wind up the affairs, and to realise and distribute the assets, of the Fund; and 5. THAT, conditional on resolution (4) above being passed, the Liquidators remuneration be drawn in accordance with the engagement letter signed on 23 September 2016 and be authorised and approved in accordance with Section 395(1)(b) of the Companies (Guernsey) Law, 2008 (as amended). Words and expressions defined in the articles of incorporation of the Fund shall have the same meanings in the above resolutions. By Order of the Board of the Directors of the Fund Northern Trust International Fund Administration Services (Guernsey) Limited Secretary Registered Office: PO Box 255 Trafalgar Court Les Banques St. Peter Port Guernsey GY1 3QL Channel Islands Date: 31 October 2016 9
THE GLANMORE PROPERTY FUND LIMITED (the "Fund") (a non-cellular company incorporated under the laws of the Island of Guernsey with registered number 31660 and authorised by the Guernsey Financial Services Commission as an authorised open-ended class B collective investment scheme) SHAREHOLDER FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING To be used for the Extraordinary General Meeting of the Fund to be held at Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL Channel Islands, at 11:00 a.m. on Tuesday, 29 November 2016, or as soon as practicable thereafter without the need for further notice. I/We of being a Shareholder/Shareholders of the Fund hereby appoint of or, failing him, of or, failing him, the Chairman of the Extraordinary General Meeting, as my/our proxy to vote for me/us on my/our behalf at the Extraordinary General Meeting of the Fund to be held on the date set out above, and at any adjournment thereof on the Resolutions set out below or otherwise as he shall think fit. FOR AGAINST SPECIAL RESOLUTIONS: 1. THAT, the Fund be voluntarily wound up pursuant to section 391(b) of the Companies (Guernsey) Law, 2008 (as amended) and a liquidator or liquidators be appointed. 2. THAT, conditional on resolution (1) above being passed, the valuation of the Net Assets (as defined in the articles of incorporation of the Fund (the "Articles")) of the Fund, and of 10
FOR AGAINST the Net Asset Value of Participating Shares (as each term is defined in the Articles), shall be suspended unless and until the liquidators of the Fund determine otherwise. This resolution shall be deemed to vary and amend any provision of the Articles which would, but for this resolution, require a valuation of the Net Assets of the Fund, or the Net Asset Value of Participating Shares, to be carried out. 3. THAT, conditional on resolution (1) above being passed: 3.1. all unclaimed distributions of assets to Members during or for the purposes of the winding up of the Fund ("Unclaimed Distributions") may be invested or otherwise made use of by the liquidators of the Fund for the benefit of the Fund until claimed and the Fund shall not be constituted as trustee in respect thereof. For the avoidance of doubt, Unclaimed Distributions shall include any distribution to be paid to a Member for whom the Fund has no current bank account details and any distribution which the Fund (or any of its agents including the liquidators of the Fund) is prevented from paying to a Member as a result of applicable law or regulations. For the purposes of enabling the Fund to be dissolved whilst any Unclaimed Distributions remain unclaimed, the liquidators of the Fund shall be entitled, in their entire discretion, to hold any Unclaimed Distributions on trust for the relevant Member who is entitled to receive such Unclaimed Distribution and in such circumstances the following provisions shall apply: 3.1.1. The liquidators will make reasonable attempts to contact the Members to whom the Unclaimed Distributions are attributable. When the liquidators conclude that such member is uncontactable, after the expiry of eighteen months following the dissolution of the Fund, the liquidators will dispose of the Unclaimed Distributions (less any costs incurred) by donation to a charity of their choice or remittance to HM Receiver General as bona vacantia. 3.1.2. The liquidator is entitled to deduct the costs in 11
FOR AGAINST respect of locating any Member to whom an Unclaimed Distribution is attributable from the Unclaimed Distribution attributable to that Member. 3.2. this resolution shall be deemed to vary and amend any provision of the Articles with respect to the Unclaimed Distributions. ORDINARY RESOLUTIONS: 4. THAT, conditional on resolution (1) above being passed, James Robert Toynton and Benjamin Alexander Rhodes of Grant Thornton Limited, PO Box 313, Lefebvre House, Lefebvre Street, St Peter Port, Guernsey GY1 3TF and Sean Croston of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU be appointed as liquidators of the Fund (the "Liquidators") for purpose of the winding-up of the Fund on their usual terms of business to wind up the affairs, and to realise and distribute the assets, of the Fund. 5. THAT, conditional on resolution (4) above being passed, the Liquidators remuneration be drawn in accordance with the engagement letter signed on 23 September 2016 and be authorised and approved in accordance with Section 395(1)(b) of the Companies (Guernsey) Law, 2008 (as amended). Please indicate above how you wish your proxy to vote. Unless otherwise instructed, the proxy will vote or abstain from voting as he thinks fit. Signature Date: 12
NOTES: 1. A Shareholder entitled to attend and vote at the Extraordinary General Meeting may appoint one or more proxies to attend and vote in his place. A proxy need not be a holder of shares in the Company. 2. A Form of Proxy is enclosed for this purpose. To be valid, the Form of Proxy, duly signed by the person whose name first appears on the Register in respect of the relevant shares, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or other authority, must be completed, and returned to the Fund as soon as possible by pdf (by e-mail to TEAM_GLANMORE@ntrs.com) or by fax (to +44 (0)1481 745051 for the attention of the Secretary, Northern Trust International Fund Administration Services (Guernsey) Limited, with the original signed copy being returned to the Fund immediately by mail or by hand to Northern Trust International Fund Administration Services (Guernsey) Limited marked for the attention of the Secretary, so as to be received by the Secretary of the Fund not less than: (a) (b) (c) 48 hours before the time appointed for the Extraordinary General Meeting or adjourned meeting; in the case of a poll taken more than 48 hours after it was demanded, 24 hours before the time appointed for the taking of a poll; or in the case of a poll taken not more than 48 hours after it was demanded, the time at which the poll was demanded at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. 3. Save as otherwise provided below, a quorum of Shareholders being, pursuant to article 96 and the Law, two Shareholders holding 5% of the total voting rights of the Fund between them present (in person, by proxy or, in the case of a corporate Shareholder, by representative) is required for the Extraordinary General Meeting. 4. If within half an hour from the time appointed for the Extraordinary General Meeting a quorum is not present, the Extraordinary General Meeting shall stand adjourned to 11:00 a.m. on Tuesday, 6 December 2016 and will be held at the same place, Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL Channel Islands. This notice shall be deemed to constitute due notice of any such adjourned meeting within the meaning of the Articles. 5. A corporate holder of shares in the Fund may appoint a corporate representative to attend the Extraordinary General Meeting and vote on its behalf. Any such corporate representative should bring to the Extraordinary General Meeting evidence of his or her appointment. 6. In the case of joint holders of shares in the Fund, the vote of the first-named who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders 13
and for this purpose first-named shall be determined by the order in which the names stand in the Register in respect of those shares. 7. Each Special Resolution requires a majority of not less than three quarters (75 per cent) of the votes cast in favour of that resolution. 8. Each Ordinary Resolution requires a simple majority of more than 50 per cent of the votes cast in favour of that resolution. 9. Capitalised terms in this Notice shall have the same meaning as the terms defined in the document of which this notice forms a part or otherwise set out in the Articles. 14