TIDMCRC
RNS Number : 2971T
Circle Property PLC
17 March 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN
(TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE
ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING
OF THE B SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE
TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS
PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 (AS AMENDED)). UPON THE PUBLICATION OF THIS ANNOUNCEMENT
VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
17 March 2023
Circle Property plc
("Circle", the "Company" or the "Group")
First Return of Capital of approximately GBP46 million and
Corporate Update
Circle Property plc (AIM: CRC), is pleased to announce that,
further to the passing of the Resolutions at the Extraordinary
General Meeting of the Company held on 15 February 2023 and receipt
of reporting fund status confirmation from HMRC, the allotment and
issue to holders of Ordinary Shares of 29,215,555 unlisted B Shares
pursuant to the B Share Issue, on the basis of one B Share for each
Ordinary Share held at 6.00 pm on 20 March 2023 (the "Record
Date"), with an ex-entitlement date of 17 March 2023, will occur on
21 March 2023.
Further to the announcement dated 23 November 2022, the Company
has completed on the sale of Somerset House, Birmingham ("Somerset
House") for GBP15.18 million.
As the B Shares will be redeemed shortly after issue, no
application has been, or will be made to the London Stock Exchange
for any of the B Shares to be admitted to trading on AIM, nor will
the B Shares be listed or admitted to trading on any other
recognised investment exchange. No share certificates will be
issued in respect of the B Shares and no CREST accounts will be
credited with the B Shares.
The Company intends that the B Shares will be redeemed on 21
March 2023, for 158 pence per B Share amounting to a first Return
of Capital to Shareholders of approximately GBP46.16 million. For
those Shareholders as at the Record Date, CREST accounts are
expected to be credited with the redemption proceeds on 27 March
2023 and cheques in relation to Shareholders who hold Ordinary
Shares in certificated form will be posted on or before 7 April
2023.
The participation in the B Share Issues by Pentire Limited (a
substantial shareholder, as defined in the AIM Rules for Companies)
and the Directors who hold Ordinary Shares (being all of the
Directors except Ian Henderson and Anthony Le Brun (the
"Independent Directors")) are deemed to be related party
transactions under AIM Rule 13. The Independent Directors, having
consulted with the Company's nominated adviser, Cenkos, believe
that the terms of the B Shares Issues, are fair and reasonable
insofar as Shareholders are concerned.
Terms used in this announcement, but which are otherwise
undefined, shall have the same meaning as set out in the circular
published by the Company on 20 January 2023 (the "Circular"). The
Circular is available on the Company's website at
https://www.circleproperty.co.uk/investors/reports-and-presentations/2023
.
Future Returns of Capital
Completion of the sales of Concorde Park, Maidenhead and Victory
House, 400 Pavilion Drive, Northampton ("Victory House") for an
aggregate consideration of GBP15 million are expected by the end of
March 2023, following which the Company expects to make a second
Return of Capital in April 2023 through a B Share Issue which is
expected to be for 51 pence per Ordinary Share amounting to
approximately GBP14.9 million. Once the Company's remaining
property at 300 Pavilion Drive, Northampton has been sold, a final
return of capital will be made to shareholders. Further
announcements will be made, as appropriate.
Executive Remuneration
The announcement dated 14 February 2022 detailed the revised
remuneration arrangements for the executive directors, John Arnold
and Edward Olins (the "Executives"). On 16 March 2023, the
Executives' remuneration arrangements were amended so that (i) the
exchange of Concorde Park would count towards the Collective Sales
Figure (as defined in the announcement dated 14 February 2022) and
(ii) the clawback provision on any remaining properties has been
replaced with the condition that the incentive payment will only be
calculated once all properties have been sold and that the total
proceeds received, from all properties, will be included in the
calculation. The Remuneration Committee deemed that the clawback
provision was overly punitive in an under value scenario. The
Incentive Payment was subject to a maximum overall cap of GBP2.5
million per Executive depending on how quickly, and for what
quantum, the Company's assets were sold. It is now expected that
the Incentive Payment per Executive will be approximately
GBP620,000.
Enquiries:
+44 (0)20 7930
Circle Property Plc 8503
John Arnold, CEO
Edward Olins, COO
+44 (0)20 7397
Cenkos Securities plc 8900
Katy Birkin
George Lawson
Radnor Capital
Joshua Cryer +44 (0)20 3897
Iain Daly 1830
+44 (0)20 3757
Camarco 4992
Ginny Pulbrook
Toby Strong
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END
MSCSFAEDMEDSESD
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