STENPROP LIMITED
Registered in Guernsey
Registration number 64865
BSX share code: STP.BH JSE share code: STP
ISIN: GG00BFWMR296
("Stenprop" or the "company")
CONVERSION TO A UK REAL ESTATE INVESTMENT TRUST, CHANGES TO THE BOARD OF DIRECTORS AND CHANGE
TO THE COMPANY SECRETARY
CONVERSION TO A UK REAL ESTATE INVESTMENT TRUST ("REIT")
Shareholders are referred to the announcement released on 7 February 2018 and the letter to shareholders posted on the
same day indicating the company's intention to convert to a UK REIT subject to the satisfaction of various conditions.
Stenprop is pleased to announce that the various conditions have been met and the company will with effect from 1 May 2018
convert to a UK REIT.
CHANGES TO THE BOARD OF DIRECTORS
Shareholders are advised that the independent non-executive chairman, Stephen Ball, and executive director, Neil Marais will
resign from the board of directors of Stenprop (the "Board") with effect from 1 May 2018. The Board thanks both Stephen
and Neil for their contribution to the company since their appointments in 2014.
Shareholders are further advised that with effect from 1 May 2018, Julian Carey has been appointed as executive property
director, Richard Grant has been appointed as independent non-executive chairman and Philip Holland has been appointed as
independent non-executive director and chairman of the audit committee of Stenprop.
Julian joined Stenprop in July 2017 following the acquisition by Stenprop of C2 Capital Limited ("C2 Capital"). Julian was
formerly the Managing Director and founder of C2 Capital, a private real estate fund management business. Julian established
C2 Capital in 2009 in joint venture with the Ellis Campbell Group, a UK Family Office. He subsequently acquired the Ellis
Campbell stake in the business in 2015 at the same time as C2 Capital launched Industrials.co.uk, a joint venture with Morgan
Stanley Real Estate Investment. Between 2015 and 2017 the Industrials.co.uk portfolio grew to comprise 25 multi-let industrial
estates, and was sold to Stenprop in June 2017 along with C2 Capital. Julian previously worked in the leveraged opportunity
funds team at LaSalle Investment management from 2007-2009, prior to which he worked at Jones Lang LaSalle in the auction
and private investment team. He has extensive experience in asset management, fund structuring, third party finance and
investment. Julian is a qualified chartered surveyor.
Richard was the Chief Financial Officer ("CFO") of Cadogan Group Limited from 1994 until his retirement in 2017. Richard is
currently the non-executive deputy chairman of Helical plc, a UK property investment and development company listed on the
London Stock Exchange ("LSE"). He has been a director of Helical since July 2012 and is also currently the chairman of
Helical's audit committee.
Philip is a qualified chartered accountant with more than 20 years' experience in the property sector. Having qualified in
professional practice, he moved to specialise in property investment and development in 1996, and since 1998 has worked at
board level within listed and private real estate companies and funds across Europe, leading the sourcing and investment of
over #1 billion of equity investment. Philip is currently the Chief Investment Officer at Prime plc, the UK's leading healthcare
real estate company, having joined the group in April 2017. For six years prior to joining Prime plc, Philip was Finance Director
and Deputy Managing Director of Primary Health Properties plc, a Real Estate Investment Trust listed on the Main Market of
the LSE. Philip's previous senior roles were as CFO of Natixis Capital Partners Limited, a private equity real estate fund
manager, CFO of Atlas Estates Limited, leading their listing on AIM and capital raising in 2007, and as Finance Director of
Estates & General plc, a Main Market LSE listed real estate group that Philip helped to sell and de-list in 2004. Philip is
currently a non-executive director and chairman of the audit committee of TP Group plc, an AIM listed specialist services and
advanced engineering company that operates in the defence, industrial and government sectors.
The Board welcomes Julian, Richard and Philip and believes that they will add significant value and insight as members of the
Board.
CHANGE OF COMPANY SECRETARY
Shareholders are further advised that Apex Corporate Services Ltd has resigned as company secretary of Stenprop with effect
from 30 April 2018 and that the company has appointed Sarah Bellilchi as company secretary with effect from 1 May 2018.
Sarah joined Stenprop in November 2015 as Head of Legal. She is a qualified solicitor in England and Wales and manages the
legal, risk and HR functions of the Stenprop group, advising the Board on a broad range of corporate, commercial, regulatory
and governance issues. Before her current role, Sarah was managing the corporate and commercial legal department for EMEA
at GFI Group, a major global interdealer broker. Prior to this she gained extensive experience in cross border mergers and
acquisitions, joint ventures and capital markets at international law firm Bryan Cave Leighton Paisner LLP and Israeli firm
Danziger Klagsbald & Co.
REGULATORY STATUS
Shareholders and prospective shareholders are advised that the conversion of Stenprop to a UK REIT will not impact the
company's status for the purposes of the EU's Alternative Investment Fund Managers Directive 2011/61/EU ("AIFMD").
Whilst Stenprop can and does dispose of subsidiaries or group assets when it is considered appropriate and in line with the
group's business strategy, Stenprop is operated for its own account and does not pursue as its main purpose the generation
of returns for investors by means of the divestment of its subsidiaries or associated companies. Instead, its main purpose is
to generate sustainable and growing income for shareholders, in particular through the UK multi-let industrial (MLI) sector. As
a result, Stenprop is not an alternative investment fund within the meaning of AIFMD, and its conversion to UK REIT status
will not change that position.
30 April 2018
JSE sponsor
Java Capital
Bermuda Stock Exchange sponsor
Estera Securities (Bermuda) Limited
