TIDMPCA
RNS Number : 1951R
Palace Capital PLC
19 September 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR NEW
ZEALAND OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH
ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE
TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF PALACE CAPITAL PLC OR INTO ANY OTHER JURISDICTION
WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
Palace Capital plc
("Palace Capital" or the "Company")
Further re. Placing and Open Offer to raise GBP70 million
Notice of General Meeting
Further to the announcement made earlier today, Palace Capital,
the property investment company that focuses on commercial property
outside London, is pleased to announce a conditional placing (the
"Placing") of 20,588,236 new ordinary shares (the "Placing Shares")
to raise a total of GBP70 million (before expenses). 1,257,534 of
the Placing Shares have been subscribed for subject to clawback
under an open offer to raise GBP4.3 million (the "Open Offer"). The
Placing has been conducted at a price of 340 pence per Placing
Share (the "Placing Price"). The Placing Price represents an
approximate 12 per cent. discount to the closing middle market
price of 385 pence per Existing Ordinary Share on 18 September
2017, the last business day before the announcement of the Placing
and Open Offer.
Certain of the Directors of the Company have participated in the
Placing, details of which are included in the table below.
In addition, the Company will today allocate the LTIP Shares for
awards made under the LTIP in 2014, following the Sequel
acquisition in 2013. Today's grants will total 66,352 Ordinary
Shares. To make the allocations of the LTIP Shares, the Company
will transfer 100,000 Ordinary Shares out of treasury to The Palace
Capital Employee Benefit Trust.
Changes to the interests of Directors and PDMRs in the share
capital of the Company following the Placing and issue of the LTIP
Shares will, on Admission, be as follows:
At the date
of this announcement On Admission
------------------------ ------------------------
Number % of LTIP Placing Number % of
of Ordinary issued Shares Shares of Ordinary issued
Director/PDMR Shares share issued being Shares share
capital acquired capital
Neil Sinclair 183,767 0.73 39,811 8,824 232,402 0.51
Richard Starr 82,258 0.33 19,906 29,411 131,575 0.29
Stephen Silvester 2,148 0.01 - - 2,148 0.005
Anthony Dove 80,000 0.32 - 5,000 85,000 0.19
Kim Taylor-Smith - - - 10,000 10,000 0.02
Stanley Davis 1,565,287 6.20 - - 1,565,287 3.41
David Kaye
(PDMR) - - 6,635 - 6,635 0.01
The Company will be allocating options to certain Directors
pursuant to the Company's deferred bonus plan. The value of options
to be issued in lieu of bonus entitlements will total GBP127,895,
representing 35% of the Directors' bonuses for the year ended 31
March 2017, as detailed in the Company's report and accounts for
the year ended 31 March 2017. The number of options granted will be
calculated based on the average closing mid-market price of an
Ordinary Share on the five business days ending 25 September 2017.
Further details of these option grants will be announced in due
course.
Total voting rights
Following the transfer of the 100,000 Ordinary Shares out of
treasury, Palace Capital will have (excluding the total of 549,587
ordinary shares that will be held in treasury) 25,250,692 ordinary
shares in issue.
The above figure of 25,250,692 Ordinary Shares may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's
Disclosure and Transparency Rules.
Notice of General Meeting
The Placing and Acquisition are conditional on, inter alia, the
passing of certain resolutions at the General Meeting, to be held
at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon
Place, 78 Cannon Street, London EC4N 6AF at 10.00 a.m. on 6 October
2017 and notice of which is today being posted to Shareholders. The
Resolutions to be proposed at the General Meeting, are, inter alia,
to provide the Company with the authority to issue and allot the
Placing Shares.
A copy of the Circular, which includes notice of the General
Meeting, will be posted to shareholders shortly and will be
available from the Company's website www.palacecapitalplc.com.
Capitalised terms used in this Announcement shall have the
meanings given to such terms in the Company's announcement this
morning.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the
publication of this Announcement this inside information is now
considered to be within the public domain.
Neil Sinclair, Chief Executive of Palace Capital, commented:
"We are delighted with the support that we have received for the
fundraising and are very pleased to welcome a substantial number of
new institutional shareholders to our register."
KEY STATISTICS
Number of Existing Ordinary Shares
(excluding treasury shares) 25,250,692
Number of Firm Placing Shares 19,330,702
Number of Conditional Placing and Offer
Shares 1,257,534
Aggregate number of New Ordinary Shares
expected to be issued pursuant to the
Placing and Open Offer 20,588,236
Issue Price 340 pence
Open Offer Entitlements under the Open
Offer 1,257,534
Percentage of the Enlarged Share Capital 44.9 per
represented by the Placing Shares and cent.
Offer Shares
Estimated gross proceeds of the Placing GBP70.0
million
Estimated net proceeds of the Placing GBP66.4
million
Enlarged Share Capital immediately
following the Placing 45,838,928
Market capitalisation of the Company GBP155.9
immediately following the Placing at million
the Issue Price
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for entitlements under 15 September
the Open Offer 2017
Announcement of the Placing and 7.00 a.m. on
Open Offer 19 September
2017
Publication and posting of the 19 September
Circular, the Application Form 2017
and Form of Proxy
Ex-entitlement Date for the Open 8.00 a.m. on
Offer 19 September
2017
Open Offer Entitlements and Excess As soon as practical
CREST Open Offer after 8.00 a.m.
Entitlements credited to stock on 20 September
accounts of Qualifying CREST 2017
Shareholders in CREST
Recommended latest time and date 4.30 p.m. on
for requesting withdrawal 29 September
of Open Offer Entitlements and 2017
Excess CREST Open Offer
Entitlements from CREST
Recommended latest time for depositing 3.00 p.m. on
Open Offer 2 October 2017
Entitlements and Excess CREST
Open Offer Entitlements into
CREST
Latest time and date for splitting 3.00 p.m. on
Application Forms (to satisfy 3 October 2017
bona fide market claims only)
Latest time and date for receipt 10.00 a.m. on
of completed Forms of Proxy 4 October 2017
and receipt of electronic proxy
appointments via the CREST
system
Latest time and date for receipt 11.00 a.m. on
of the completed Application 5 October 2017
Form and appropriate payment in
respect of Offer Shares or
Excess Shares or settlement of
relevant CREST instruction
General Meeting 10.00 a.m. on
6 October 2017
Announcement of result of General 6 October 2017
Meeting and Open Offer
8.00 a.m. on
Admission and commencement of 9 October 2017
dealings in the
New Ordinary Shares on AIM
CREST members' accounts credited from 8.00 a.m.
in respect of on
New Ordinary Shares in uncertificated 9 October 2017
form
Completion of the Acquisition 9 October 2017
Despatch of definitive share certificates by 16 October
for New Ordinary 2017
Shares in certificated form
For further information please contact:
Palace Capital plc
Neil Sinclair, Chief Executive
Stephen Silvester, Finance Director
Tel. +44 (0)20 3301 8331
Allenby Capital Limited (Nominated Adviser and Joint Broker)
Nick Naylor / James Reeve / Asha Chotai
Tel. +44 (0)20 3328 5656
Arden Partners plc (Lead Bookrunner and Joint Broker)
Chris Hardie / Ciaran Walsh
Tel. +44 (0)207 614 5900
Capital Access Group (Financial PR)
Scott Fulton
Tel. +44 (0)20 3763 3400
About Palace Capital plc (www.palacecapitalplc.com):
Palace Capital is a UK property investment company admitted to
trading on the AIM Market of the London Stock Exchange (LSE: PCA).
The Company is not sector specific and looks for opportunities
where it can enhance the long-term income and capital value through
asset management and strategic capital development in locations
outside London. In its last reported financial year, Palace Capital
produced a 20.0% increase in adjusted profit before tax, a 7.0%
uplift in EPRA NAV per share and a 16.0% increase in dividends.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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