17 December 2020

Cromwell Property Trust 12 (Trust) unitholders have voted to approve both resolutions required to implement the Rollover Proposal, as detailed in the Notice of Meeting and Explanatory Memorandum dated 13 November 2020*.

A successful ‘For’ vote on Resolution 1 extends the Trust Term by five years, until 31 October 2025.

In addition, a successful ‘For’ vote on Resolution 2 results in the approval of the proposed amendments to the Trust’s Constitution by way of a Supplemental Deed.

The result of the vote at the meeting is as follows:

Resolution 1 – Further Term Resolution (Extraordinary Resolution)

  • 53,863,533 votes in total were cast, the equivalent of 84.18% of the total votes that may have been cast by Trust unitholders eligible to vote on the resolution.
  • 52,993,533 units (612 unitholders) voted in favour of Resolution 1 (For), representing 82.82% of the total votes that may have been cast by eligible unitholders (thus exceeding the required 50%).
  • 870,000 units (22 unitholders) voted against Resolution 1 (Against), representing 1.36% of the total votes that may have been cast by eligible unitholders.
  • 50,000 units (2 unitholders) abstained from voting on Resolution 1.

Resolution 2 – Constitutional Amendment Resolution (Special Resolution)

  • 53,803,533 votes in total were cast.
  • 53,033,533 units (615 unitholders) voted in favour of Resolution 2 (For), representing 98.57% of the total votes cast by eligible unitholders (thus exceeding the required 75%).
  • 770,000 units (17 unitholders) voted against Resolution 2 (Against), representing 1.43% of the total votes cast by eligible unitholders.
  • 110,000 units (4 unitholders) abstained from voting on Resolution 2.

As a result, the successful ‘For’ vote on Resolution 2 effectively sets in motion the Matching Facility, allowing unitholders that nominated to either buy or sell units to do so (subject to scale back).

CFM has now begun the process of reconciling the purchase and sale of units for those unitholders who elected to participate in the Matching Facility. The results of the scale back will be available on this webpage on completion of the reconciliation (expected on or around 23 December 20201), and excess funds for any scale back will be returned via unitholder distribution accounts on the same day.

For unitholders that elected to sell all or part of their units, settlement – including transfer of funds and units, is due to occur on 8 January 20211. In addition, all new unit purchases will also be allocated to purchasing unitholders’ existing balances on the same day.

A summary of key dates for the implementation of the Rollover Proposal are as follows1:

Event
Date
Allocations for buying Unitholders determined / potential scale-back for selling Unitholders determined Friday 18 December 2020 – Wednesday 23 December 2020
Unitholders notified of Matching Facility scale-back and over-subscription monies refunded (if applicable) On or around Wednesday 23 December 2020
Settlement date for the Matching Facility / Transfer Date of Units / Transaction Statements posted Friday 8 January 2021
The Further Term commences (if approved by Unitholders) Sunday 1 November 2020

Cromwell Funds Management would like to thank all Unitholders for participating in the vote and looks forward to providing ongoing management and investor services throughout the Further Term.

Contact Us

If you have any questions in relation to the vote or your resulting unit balance, please contact Cromwell’s Investor Services Team on 1300 268 078.

1.  All dates following the Meeting are indicative only. CFM reserves the right to vary these dates without prior notice although CFM will endeavour to achieve these dates. Any changes to the above dates will be announced at www.cromwell.com.au/c12..

* Refer to the Notice of Meeting and Explanatory Memorandum dated 13 November 2020 for further details. To view the Notice of Meeting and Explanatory Memorandum, please click here.

Important Notice: Cromwell Funds Management Limited ABN 63 114 782 777 AFSL 333214 (CFM) has prepared this notice and is the responsible entity of, and the issuer of units in, the Cromwell Property Trust 12 ARSN 166 216 995 (Trust). In making an investment decision in relation to the Trust, it is important that you read the product disclosure statement dated 29 October 2013 (PDS). The PDS is issued by CFM and is available from www.cromwell.com.au/c12 or by calling Cromwell’s Investor Services Team on 1300 268 078. The Trust is not open for new investment. This notice has been prepared without taking into account your objectives, financial situation or needs. Before making an investment decision, you should consider the PDS and assess, with or without your financial or tax adviser, whether the Trust fits your objectives, financial situation or needs. CFM and its related bodies corporate, and their associates, do not receive any remuneration or benefits for the general advice given in this notice. If you acquire units in the Trust, CFM and certain related parties may receive fees from the Trust and these fees are disclosed in the PDS.

Please note: Any investment, including an investment in the Trust, is subject to risk. If a risk eventuates, it may result in reduced distributions and/or a loss of some or all of the capital value of your investment. See the PDS for examples of key risks. Past performance is not indicative of future performance. Forward-looking statements in this correspondence are provided as a general guide only. Capital growth, distributions and tax consequences cannot be guaranteed. Forward-looking statements and the performance of the Trust are subject to the risks and assumptions set out in the PDS.