NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION
OF THE MARKET ABUSE REGULATION (EU 596/ 2014) AS IT FORMS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMENDED
13 June 2024
Palace Capital
plc
("Palace"
or the "Company" or the "Group")
Proposed Return of Capital to
Shareholders by way of a Tender Offer
-Notice of General
Meeting-
On 6 June 2024, alongside its
preliminary results, the Company announced that, in addition to the
share buyback authority granted by shareholders on 4 December 2023,
it intended to return capital to Shareholders by way of a Tender
Offer pursuant to which Qualifying Shareholders are invited to
tender some or all of their Ordinary Shares.
It is proposed that up to 8,667,760
Ordinary Shares may be purchased under the Tender Offer for a
maximum aggregate cash consideration of up to £21.67 million.
Qualifying Shareholders who participate in the Tender Offer will
have a Guaranteed Entitlement to tender three Ordinary Shares for
every thirteen Ordinary Shares held, representing approximately 23%
of the Ordinary Shares held by them, at the Record Date, rounded
down to the nearest whole number, at a price of 250 pence per
Ordinary Share.
A Circular is expected to be
published shortly (and will be made available on the Company's
website at www.palacecapitalplc.com) which includes the
background to, and reasons for, the Tender Offer and why the Board
considers that the Tender Offer is in the best interests of
Shareholders as a whole and why the Board of Palace unanimously
recommends that Shareholders vote in favour of the Tender Offer
Resolution which will be proposed at a Shareholder General Meeting.
The Tender Offer is conditional on the passing of the Tender Offer
Resolution.
Key
terms of the Tender Offer:
- The Tender Offer will be conducted
at a price of 250 pence per Ordinary Share (the "Tender
Price").
- The Tender Price represents an
11.1% premium to the Company's share price as at 11 June 2024 (the
"Last Practicable Date").
- The Tender Offer will be open to
all Qualifying Shareholders, being Shareholders on the Register on
the Record Date (being 6pm on 9 July 2024).
- Each Qualifying Shareholder will be
able to tender approximately 23% of their Ordinary Shares held on
the Record Date (the "Guaranteed Entitlement"), which equates to 3
Ordinary Shares for every 13 Ordinary Shares held.
- Qualifying Shareholders are able to
submit tenders in excess of their Guaranteed Entitlement ("Excess
Tenders"). Excess Tenders will only be accepted to the extent that
other Qualifying Shareholders tender less than their Guaranteed
Entitlement or do not tender any Ordinary Shares.
- The Tender Offer will open on 14
June 2024 and will close at 1:00 p.m. on 9 July 2024 or such other
date as may be determined in accordance with the
Circular.
- Implementation of the Tender Offer
is conditional upon, amongst other things, the approval of
Shareholders for the Tender Offer Resolution.
- It is intended that Ordinary Shares
successfully tendered will be cancelled by the Company.
- Assuming that the maximum number of
Ordinary Shares are purchased under the Tender Offer and cancelled,
the Company's issued share capital will be reduced by 8,667,760
Ordinary Shares to 28,892,535 Ordinary Shares following completion
of the Tender Offer.
Steven Owen, Executive Chairman, commented:
"The Tender Offer announced today
represents a further milestone in the Board's strategy of returning
cash to shareholders following the £21.9 million cash returned
through buybacks since July 2022.
"The format of the
Tender Offer provides good flexibility, enabling
those Qualifying Shareholders who wish to reduce their holdings an
opportunity to do so at a market-driven price with a premium,
whilst permitting those who wish to retain their current investment
in the Company to do so.
"With further property sales due to
complete later in the year, we anticipate making further capital
returns through an additional tender offer as we continue to
deliver on our strategy for shareholders."
Expected timetable of principal events
Announcement of the Tender Offer,
publication of the Circular and the Notice of General
Meeting:
13 June 2024
Tender Offer opens: 14 June
2024
Latest time and date for receipt of
Voting Instructions: 9.30 a.m. on 5 July 2024
General Meeting: 9.30 a.m. on 9 July
2024
Announcement of results of the
General Meeting: 9 July 2024
Latest time and date for receipt of
Tender Forms and share certificates in relation to the Tender Offer
(i.e. close of Tender Offer): 1.00 p.m. on 9 July 2024
Latest time and date for receipt of
TTE Instructions in relation to the Tender Offer (i.e. close of
Tender Offer): 1.00 p.m. on 9 July 2024
Tender Offer Record Date: 6.00 p.m.
on 9 July 2024
Announcement of results of the
Tender Offer: 15 July 2024
CREST accounts credited with
unsuccessfully tendered uncertificated holdings of Ordinary Shares:
not later than 16 July 2024
Purchase of Ordinary Shares under
the Tender Offer: 17 July 2024
CREST accounts credited in respect
of Tender Offer proceeds for uncertificated Ordinary Shares: by 19
July 2024
Cheques despatched in respect of
Tender Offer proceeds for certificated Ordinary Shares: by 30 July
2024
Return of share certificates in
respect of unsuccessful tenders of certificated Ordinary Shares: by
30 July 2024
Despatch of balancing share
certificates (in respect of certificated Ordinary Shares) for
revised, certificated holdings in the case of partially successful
tenders: by 30 July 2024
All times are references to London
(UK) times. Other than the date of the announcement of the Tender
Offer, each of the above times and dates are indicative only and
based on the Company's expectations as at the date of this
announcement. If any of the above times and/or dates change, the
revised times and/or dates will be notified to Shareholders by an
announcement through a Regulatory Information Service.
Enquiries:
Palace Capital
|
|
Steven Owen, Executive
Chairman
|
info@placecapitalplc.com
|
|
|
FTI
Consulting
Financial PR
Dido Laurimore, Giles
Barrie
|
Tel: 0203 727 1000
|
|
|
Deutsche Numis
Broker
Oliver Hardy
Heraclis Economides
|
Tel: 0207 260 1200
|
Posting of Circular and Notice of General
Meeting:
Full details of the Tender Offer
will be included in a circular which is expected to be published
and available on the Group's website later today
(www.palacecapital.com).
There is no guarantee that the
Tender Offer will take place. The Tender Offer is conditional on,
among other things, the approval of the Tender Offer Resolution by
Shareholders and will not proceed if any of the Tender Conditions
are not satisfied or waived by Deutsche Numis or the Company (as
the case may be) or if it is withdrawn by Deutsche Numis or the
Company at any point prior to the announcement of the results of
the Tender Offer.
Notice in relation to overseas persons:
The release, publication or
distribution of this announcement in or into jurisdictions other
than the UK may be restricted by law and therefore any person who
is subject to the laws of any jurisdiction other than the UK should
inform themselves about and observe any of those restrictions. Any
failure to comply with any of those restrictions might constitute a
violation of the relevant laws or regulations of such
jurisdiction.
Forward-looking statements:
This announcement includes
"forward-looking statements" which include all statements other
than statements of historical fact, including, without limitation,
those regarding the Group's financial position, business strategy,
plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words
"targets", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "would, "could" or similar expressions or negatives
thereof. Such forward-looking statements involve known and unknown
risks, uncertainties and other important factors beyond the Group's
control that could cause the actual results, performance or
achievements of the Group to be materially different from the
future results, performance or achievements expressed or implied by
such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Group's present and
future business strategies and the environment in which the Group
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. Whilst the Directors
consider these statements to be reasonable based upon information
currently available, they may prove to be incorrect. However, the
Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Group's
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are based
unless required to do so by applicable law.
No
profit forecast or estimates:
Unless otherwise stated, no
statement in this announcement is intended as a profit forecast or
estimate for any period and no statement in this announcement
should be interpreted to mean that earnings, earnings per share or
income, cash flow from operations or free cash flow for the Group,
for the current or future financial years would necessarily match
or exceed the historical published earnings, earnings per share or
income, cash flow from operations or free cash flow from the
Group.
Numis Securities Limited (trading as
Deutsche Numis) ("Deutsche Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for Palace and no one else in connection with the proposed Tender
Offer and will not be responsible to anyone other than Palace for
providing the protections afforded to clients of Deutsche Numis nor
for providing advice in relation to the proposed Tender Offer or
any other matter referred to herein. Neither Deutsche Numis nor any
of its group undertakings or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Deutsche Numis in connection with the
proposed Tender Offer or any matter referred to
herein.
Proposed Return of Capital to
Shareholders by way of a Tender Offer for 3 Ordinary Shares for
every 13 Ordinary Shares held at 250 pence per Ordinary
Share and Notice of General Meeting
Introduction
On 6 June 2024, alongside its
preliminary results, the Company announced that, in addition to the
share buyback authority provided by shareholders on 4 December
2023, it intended to return capital to Shareholders by way of a
Tender Offer pursuant to which Qualifying Shareholders are invited
to tender some or all of their Ordinary Shares.
It is proposed that up to 8,667,760
Ordinary Shares may be purchased under the Tender Offer for a
maximum aggregate cash consideration of up to £21.67 million and
Qualifying Shareholders who participate in the Tender Offer will
have a Guaranteed Entitlement to tender three Ordinary Shares for
every thirteen Ordinary Shares held, representing approximately 23%
(assuming full take-up under of the Tender Offer) of the Ordinary
Shares held by them, at the Record Date, rounded down to the
nearest whole number, at a price of 250 pence per Ordinary
Share.
To the extent that Qualifying
Shareholders tender for less than the total overall amount that may
be returned to Shareholders pursuant to the Tender Offer, or where
the Board decides not to proceed with the Tender Offer in
accordance with terms of the Circular, the Board will consider
alternative options regarding how best to deploy any cash or
capital surplus or to return value to Shareholders, including by
way of a further tender offer, a share buy-back programme or by way
of a distribution of dividends, taking into consideration the then
prevailing market and economic conditions and other relevant
factors at the relevant time.
Tender Offer
Background and reasons for the Tender Offer
Subject to certain conditions
including the passing of the Tender Offer Resolution by
Shareholders at the General Meeting as a special resolution, the
Tender Offer will be implemented by Deutsche Numis (acting as
principal and not as agent, nominee or trustee) at the Tender Price
giving Qualifying Shareholders the opportunity to tender Ordinary
Shares through the Tender Offer for cash. The Tender Offer
Resolution will give the Directors authority to buy back up to
8,667,760 Ordinary Shares, at the Tender Price of 250 pence per
Ordinary Share, for a maximum aggregate cash consideration of up to
£21.67 million.
Update on delivery of strategic objectives
Notwithstanding challenging property
and financial markets, the past year was again transformational for
the Group as it continued to successfully deliver on its disposal
and debt reduction strategy resulting in a significantly
de-leveraged balance sheet which has put the Company into a
substantial net cash position. Since 1 April 2023 to date, the
Company has exchanged or completed on the sale of 24 investment
properties for £112.9 million and exchanged or completed on £4.4
million of sales of unencumbered residential units at Hudson
Quarter, York. During FY24, the Company completed the sale of 21
investment properties for £93.7 million, which is 4.4% ahead of the
31 March 2023 valuation and completed the sales of seven
residential units at Hudson Quarter, York, for £3.2 million, 5.3%
ahead of the 31 March 2023 valuation.
During FY24, the Company proactively
reduced gross debt by £56.0 million to £8.3 million and the
significant de-leveraging of the Group's balance sheet resulted in
a net cash position of £11.5 million as at the year end which has
increased to £19.7 million as at 5 June 2024. Proforma net cash,
assuming that all exchanged properties complete, is approximately
£30.1 million as at the Latest Practicable Date.
As mentioned above, disposal
activity has continued since the year end and we have exchanged or
completed on the sale of three investment properties for £18.5
million and also conditionally exchanged on an office unit at St
James' Gate, Newcastle for £0.7 million. These sales were in
aggregate 1.5% ahead of the 31 March 2024 book value.
Total investment properties sold
since the change of strategy in July 2022 amount to £124.0 million
or £135.9 million including residential apartments. Since July
2022, cash returned to shareholders from share buyback programmes
totals £21.9 million of which £15.2 million was returned during
FY24.
Assuming that the properties
currently under offer are sold, the Company will have six
investment properties remaining, each of which have their own asset
management initiatives that are required to be completed in order
to be ready for sale. Additionally, conditions in the investment
market for certain types of assets, particularly leisure assets,
are such that, in the Board's view, the sale of these assets should
be deferred until market demand and pricing improve, particularly
given the high income yield and long unexpired lease terms. Market
conditions are continually assessed in order to determine the
optimum time to sell a property assuming all appropriate asset
management initiatives have been completed in relation to such
properties.
Operationally, the business remains
robust. The team has been proactive in implementing asset
management plans to increase income, reduce void costs and improve
our ESG performance, including EPCs. Rent collection remains high
and current occupancy levels remain resilient.
The Company continues to reduce its
level of administrative expenses in line with its strategy, with
measures implemented in FY24 saving £0.9 million. This includes
reducing headcount and relocating its head office to a smaller
office in Victoria, London in December 2023. Annual occupancy costs
of the Company's premises are £0.25 million lower than those of its
former offices in Bury Street, SW1.
Annualised cost savings are now over
£2.3 million compared to 2022. These cost savings represent 51% of
FY22 administrative expenses and 31% of FY22 EPRA earnings. We now
have a Board of two members and an executive team of six, including
myself, focused on executing the Company's strategy.
The Directors believe that it is now
appropriate to return further capital to Shareholders. This
reflects the Directors' belief that share buy backs (including by
way of tender offer) are an appropriate means of returning capital
to Shareholders.
The Board regularly reviews capital
allocation to optimise long-term returns for Shareholders and
has
explored various options for
returning capital to Shareholders. The Board has determined that
the proposed Tender Offer, to be made at an appropriate premium to
the price per Ordinary Share on the Latest Practicable Date, would
be the most suitable way of returning capital to Shareholders in a
quick and efficient manner, taking account of the relative costs,
complexity and timeframes of the possible methods available, as
well as the likely tax treatment for and equality of treatment of
Shareholders.
The Board of Directors of the
Company considers the Tender Offer to be beneficial to
the
Shareholders as a whole, including,
among other reasons, in that:
- the Tender Offer is available to
all Qualifying Shareholders regardless of the size of their
holding;
- the Tender Price represents a
premium of 11.1% to the Company's Ordinary Shares closing price
of 225 pence on 11 June 2024 (being the Latest
Practicable Date);
- the Tender Offer provides
Qualifying Shareholders who wish to reduce their holdings of
Ordinary Shares with an opportunity to do so at a
market-driven price with a premium;
- the Tender Offer enables Ordinary
Shares to be sold free of commissions or charges that would
otherwise be payable if Qualifying Shareholders
were to sell their Ordinary Shares through their broker; and
- the Tender Offer permits
Shareholders who wish to retain their current investment in the
Company and their Ordinary Shares to do so, as no
Shareholder is required to participate in the Tender Offer, providing Shareholders with
flexibility.
The Tender Offer is separate, and in
addition, to the share buy-back programme approved by Shareholders
on 4 December 2023 (the "Buy-Back Programme"). Pursuant to the
Buy-Back Programme, the Company was entitled to repurchase up to a
maximum of 5,634,044 representing 15% of the then issued share
capital (excluding shares held in treasury) of Ordinary Shares. In
addition, the Company intends to renew this share buy-back
authority at its next annual general
meeting, which is currently scheduled to take place at 10.00 a.m.
on 24 July 2024 (the "2024
AGM").
Therefore, the Tender Offer is being
proposed in addition to the Buy-Back Programme and any share
buy-back programme which may be announced by the Company following
the 2024 AGM, assuming that the share buy-back authority is passed
by Shareholders at the 2024 AGM. In addition, the Directors
expect that an additional tender offer is likely to take place
later in the year as further sales are completed.
Principal Terms of the Tender Offer
Subject to certain conditions
(including the Tender Offer Resolution being passed at the
General
Meeting), Deutsche Numis will
implement the Tender Offer by acquiring, as principal (and not
as
agent, nominee or trustee), the
successfully tendered Ordinary Shares at the Tender Price. Ordinary
Shares purchased by Deutsche Numis pursuant to the Tender Offer
will be purchased by Deutsche Numis as principal (and not as agent,
nominee or trustee) and such purchases will be on-market purchases
in accordance with the provisions of the Act and the rules of the
London Stock Exchange and the FCA.
Conditional upon the Tender Offer
becoming unconditional and subject to the terms thereof,
Deutsche
Numis has the right to require the
Company to purchase from it (and the Company has the right
to
require Deutsche Numis to sell to
it) any Ordinary Shares acquired by Deutsche Numis under
the
Tender Offer pursuant to the
Repurchase Agreement at the Tender Price. If either the put
option or call option under the Option Agreement is exercised,
Deutsche Numis shall sell such Ordinary Shares to the Company, at a
price per Ordinary Share equal to the Tender Price, pursuant to the
Repurchase Agreement. Purchases of Ordinary Shares by the Company
pursuant to the Repurchase Agreement will also be on-market
purchases in accordance with the provisions of the Act and the
rules of the London Stock Exchange and the FCA. The Company intends
that all of the Ordinary Shares purchased by the Company pursuant
to the Repurchase Agreement in connection with the Tender Offer
will be cancelled.
Qualifying Shareholders must
consider carefully all of the information contained in the Circular
as
well as their personal circumstances
when deciding whether to participate in the Tender
Offer.
The maximum number of Ordinary
Shares that may be purchased under the Tender Offer, being up
to
8,667,760 Ordinary Shares, will
equate to approximately 23% of the Issued Ordinary Share
Capital
at the Tender Offer Record Date, for
a maximum aggregate cash consideration of up to £21.67 million
("Maximum Tendered Shares"). As at 11 June 2024, being the Latest
Practicable Date, there were 37,560,295 Ordinary Shares in issue.
No shares were held in treasury.
If the Maximum Tendered Shares are
acquired by Deutsche Numis pursuant to the Tender Offer and
subsequently repurchased by the Company for cancellation pursuant
to the Repurchase Agreement, the total number of Ordinary Shares of
the Company in issue following such cancellation will be 28,892,535
Ordinary Shares. It is intended that successfully tendered Ordinary
Shares which are subsequently purchased by the Company pursuant to
the Repurchase Agreement will be cancelled and will not rank for
any future dividends.
How
to Participate in the Tender Offer
Qualifying Shareholders are not
obliged to tender any Ordinary Shares if they do not wish to do so.
If
no action is taken by Qualifying
Shareholders, there will be no change to the number of
Ordinary
Shares that they hold and they will
receive no cash as a result of the Tender Offer.
Each Qualifying Shareholder who
wishes to participate in the Tender Offer is entitled to submit
a
tender to sell some or all of their
Ordinary Shares.
The total number of Ordinary Shares
tendered by any Qualifying Shareholder should not exceed
the
total number of Ordinary Shares
registered in the name of that Qualifying Shareholder at the
Record
Date. For example, a Qualifying
Shareholder may decide to tender fifty per cent. (50%) of
their
Ordinary Shares, but if a Qualifying
Shareholder returned a tender purporting to offer for sale
more
than one hundred per cent. (100%) of
their Ordinary Shares, they would be deemed to have
tendered
only the number of Ordinary Shares
actually owned by that Shareholder on the Record Date, with
the
tender in respect of any additional
shares being deemed invalid.
The Tender Offer will open on 14
June 2024 (unless such date is altered by Deutsche Numis in
consultation with the Company in accordance with the terms and
conditions of the Tender Offer). The Tender Offer will close at
1.00 p.m. on 9 July 2024 and tenders received after that time will
not be accepted (unless the Closing Date is extended by Deutsche
Numis, in consultation with the Company, in accordance with the
terms and conditions of the Tender Offer).
Purchase of Ordinary Shares
Successfully tendered Ordinary
Shares will be purchased from Qualifying Shareholders by Deutsche
Numis (acting as principal and not as agent nominee or trustee),
free of commission and dealing charges. Conditional upon the Tender
Offer becoming unconditional and subject to the terms thereof,
Deutsche Numis has the right to require the Company to purchase
from it (and the Company has the right to require Deutsche Numis to
sell to it) any Ordinary Shares acquired by Deutsche Numis under
the Tender Offer pursuant to the Repurchase Agreement at the Tender
Price. If either the put option or call option under the Repurchase
Agreement is exercised, such Ordinary Shares will be repurchased by
the Company from Deutsche Numis pursuant to the terms of the
Repurchase Agreement and subsequently will be cancelled by the
Company. Any rights of Qualifying Shareholders who do not
participate in the Tender Offer will be unaffected by the Tender
Offer.
All Shareholders who tender Ordinary
Shares will receive the Tender Price, subject, where
applicable,
to the scaling-down arrangements as
set out in the Circular to be published later today.
If more than the overall limit of
Ordinary Shares that may be repurchased pursuant to the
Tender
Offer are validly tendered by
Qualifying Shareholders and the Tender Offer is therefore
oversubscribed, acceptances of validly tendered Ordinary Shares
will be scaled-down to determine the extent to which individual
tenders are accepted. Accordingly, where scaling-down applies,
beyond a Qualifying Shareholder's Guaranteed Entitlement, there is
no guarantee that all of the Ordinary Shares which are tendered by
Qualifying Shareholders will be accepted for purchase.
Guaranteed Entitlement
The Guaranteed Entitlement is only
relevant if the Tender Offer is oversubscribed. Tenders in
respect of approximately 23% of each holding of Ordinary Shares of
every Qualifying Shareholder on the Record Date will be accepted in
full at the Tender Price and will not be scaled down. This
percentage is known as the "Guaranteed Entitlement".
Qualifying Shareholders may tender Ordinary Shares in excess
of their Guaranteed Entitlement. However, if the Tender Offer
is oversubscribed, the tender of such excess Ordinary Shares will
only be successful to the extent that other Qualifying Shareholders
have tendered less than their Guaranteed Entitlement.
Circumstances in which the Tender Offer may not
proceed
There is no guarantee that the
Tender Offer will take place. The Tender Offer is conditional on
the
passing of the Tender Offer
Resolution as set out in the Notice of General Meeting and on
the
satisfaction of the other Tender
Conditions specified in the Circular. In particular, the
Tender
Offer is conditional on the receipt
by 1.00 p.m. on the Closing Date of valid tenders in respect of
at
least 375,603 Ordinary Shares
(representing approximately 1% of the Company's issued share
capital as at the Latest Practicable Date).
Deutsche Numis has reserved the
right at any time prior to the announcement of the results of
the
Tender Offer, in consultation with
the Company, to extend the period during which the Tender Offer is
open and/or vary the aggregate value of the Tender Offer, based on
economic or market conditions and/or other factors, subject to
compliance with applicable legal and regulatory requirements.
Deutsche Numis has also reserved the right, in certain
circumstances, to not proceed with the Tender Offer. Any such
decision will be announced by the Company through a Regulatory
Information Service as soon as practicable thereafter.
To the extent that Qualifying
Shareholders tender for significantly less than the total amount
that may
be returned to Shareholders pursuant
to the Tender Offer, or where Deutsche Numis decides not
to
proceed with the Tender Offer, the
Company will consider alternative options regarding how best
to
deploy any such cash or capital
surplus or to return cash to Shareholders, including by way of
a
share buy-back programme or by way
of distribution of dividends, taking into consideration the
then
prevailing market conditions and
other relevant factors at the relevant time.
Full terms and conditions of the Tender
Offer
Full details of the Tender Offer,
including the terms and conditions on which it is made, are set out
in
the Circular expected to be
published later today.
General Meeting to approve the Tender Offer
Resolution
The Tender Offer requires the
approval by Shareholders of the Tender Offer Resolution at a
General
Meeting of the Company. For this
purpose, the Company is convening the General Meeting for 9.30 a.m.
on 9 July 2024 to consider and, if thought fit, pass the Tender
Offer Resolution to authorise and to approve the terms under which
the Tender Offer will be effected.
The Tender Offer Resolution must be
passed on a poll by at least seventy-five per cent. (75%) of the
votes validly cast by those Shareholders present in person or by
proxy and entitled to vote at the General Meeting. Deutsche Numis
will not purchase Ordinary Shares pursuant to the Tender Offer
unless the Tender Offer Resolution is duly passed.
A summary of action to be taken by
Shareholders is set out in the Circular.
Recommendation by the Board
The Directors consider that the
Tender Offer is in the best interests of the Shareholders as a
whole.
Accordingly, the Board unanimously
recommends that Shareholders vote in favour of the Tender Offer
Resolution. The Board makes no recommendation to Qualifying
Shareholders in relation to participation in the Tender Offer
itself. Whether or not Qualifying Shareholders decide to tender
all, or any, of their Ordinary Shares will depend on, among other
things, their view of the Company's prospects and their own
individual circumstances, including their own financial and tax
position. Shareholders are required to take their own decision and
are recommended to consult with their duly authorised independent
financial or professional adviser.
The following definitions apply
throughout the Circular and this announcement:
Act the Companies Act of
England and Wales 2006, as amended from time to time
Articles or Articles of association
the articles of association of the Company, as amended from time
to
time
Board or Board of Directors or Directors
the directors of the Company as at the date of the
Circular, whose names are set out in the Circular
Business Day any day other than
a Saturday, Sunday or public holiday on which banks are open in the
City of London for the transaction of general commercial
business
certificated form or certificated in relation to a share, a share, title to which is recorded in
the relevant register of the share concerned as being held in
certificated form (that is, not in CREST)
Circular the document to be
published by the Company and sent to Shareholders relating to the
proposed Tender Offer and Notice of General Meeting
Closing Date 9 July 2024 or
such other date as may be determined in accordance with the
Circular in relation to the Tender Offer
Company or Palace Capital Palace Capital plc, a public
limited company incorporated in England and Wales with registered
number 05332938 and registered office at Thomas House, 84 Eccleston Square, London SW1V 1PX United
Kingdom
CREST the paperless settlement
procedure operated by Euroclear enabling system securities to be
evidenced otherwise than by certificates and transferred otherwise
than by written instrument
CREST Manual the rules
governing the operation of CREST as published by
Euroclear
CREST Member a person who has
been admitted by Euroclear as a system member (as defined in the
CREST Regulations)
CREST Participant a person who
is, in relation to CREST, a system participant (as defined in the
CREST Regulations)
CREST Proxy Instruction a proxy
appointment or instruction made via CREST authenticated in
accordance with Euroclear's specifications and containing the
information set out in the CREST Manual CREST Regulations the
Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as
amended from time to time
CREST Sponsor a CREST
Participant admitted to CREST as a CREST sponsor, being a
sponsoring system participant (as defined in the CREST
Regulations)
CREST Sponsored Member a CREST
Member admitted to CREST as a sponsored member
CTA
2010 the UK Corporation Tax Act 2010
(as amended from time to time)
Deutsche Numis Numis Securities
Limited
Disclosure and Transparency Rules the Disclosure Guidance and Transparency Rules of the FCA made
under Part VI of FSMA, as amended from time to time
Distribution any dividend or
other distribution on or in respect of the shares of the Company
and references to a Distribution being paid include a distribution
not involving a cash payment being made
Electronic Tender the inputting
and settlement of a TTE Instruction in accordance with the
procedures set out in the Circular which constitutes or is deemed
to constitute a tender of Ordinary Shares pursuant to and on the
terms of the Tender Offer as set out in the Circular
Euroclear Euroclear UK &
International Limited, the operator of CREST
FCA the Financial Conduct
Authority of the United Kingdom
Form of Proxy the paper proxy
form available from the Registrar upon request; or the electronic
proxy form to appoint a proxy electronically using the Equiniti
Shareview website or (for institutional investors only) by using
the Proxymity platform on www.proxymity.io,
as the case may be, in each case, to be used in connection with the
General Meeting and to be completed and submitted in accordance
with the instructions thereof and the terms and conditions of this
Circular (including the notes to the Notice of the General Meeting
set out in Part IX of this Circular)
FSMA Financial Services and
Markets Act 2000, as amended from time to time
General Meeting the general
meeting of the Company to be held at the offices of CMS Cameron
McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street,
London EC4N 6AF at 9.30 a.m. on 9 July 2024, or any adjournment
thereof, notice of which is set out in the Circular
Group the Company and its
subsidiaries and subsidiary undertakings
Guaranteed Entitlement has the
meaning given to that term in the Circular (as calculated in
accordance with the terms of the Circular)
HMRC H.M. Revenue &
Customs
Issued Ordinary Share Capital the issued Ordinary Shares in the capital of the Company at
the Tender Offer Record Date
Latest Practicable Date 11 June
2024, being the latest practicable date prior to the publication of
the Circular
Equiniti Equiniti Limited,
Corporate Actions, Aspect House, Spencer Road, Lancing, West
Sussex, BN99 6DA as Registrar and Receiving Agent
Listing Rules the listing rules
made by the FCA under Part VI of FSMA, as amended from time to time
and contained in the FCA's publication of the same name
London Stock Exchange London
Stock Exchange PLC
MAR the Market Abuse Regulation
(EU) 5964/2014, which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018)
member account ID the
identification code or number attached to any member account in
CREST
Notice of General Meeting the
notice of the General Meeting which appears in the
Circular
Official List the list
maintained by the FCA in accordance with section 74(1) of FSMA for
the purposes of Part VI of FSMA
Ordinary Shares the ordinary
shares of £0.10 each in the capital of the Company
Overseas Shareholders a
Shareholder who is a resident in, or a national or citizen of, a
jurisdiction outside the United Kingdom
Participant ID the
identification code or membership number used in CREST to identify
a particular CREST Member or other CREST Participant
Person Closely Associated or PCA shall have the same meaning as given in Chapter 1, Article 3
of MAR
Qualifying Property Rental Business the property-rental business of a REIT as defined in section
519 of the CTA 2010
Qualifying Shareholder Shareholders who are entitled to participate in the Tender
Offer, being those who are on the Register on the Tender Offer
Record Date and excluding those with a registered address in a
Restricted Jurisdiction
REIT UK Real Estate Investment
Trust
Repurchase Agreement the
Repurchase Agreement, dated 13 June 2024, between Deutsche Numis
and the Company, the terms of which are summarised in the
Circular
Register the Company's register
of members
Registrar and Receiving Agent Equiniti, Aspect House, Spencer Road, Lancing, West Sussex,
BN99 6DA
Regulatory Information Service a service approved by the FCA for the distribution to the
public of regulatory announcements and included within the list
maintained on the FCA's website
Restricted Jurisdiction means:
(i) the United States, Brazil and the Republic of South Africa and
any other jurisdiction where the mailing of the Circular or the
accompanying documents, or the extension of the Tender Offer, in
the manner contemplated by the Circular into or inside such
jurisdiction would constitute a violation of the laws of such
jurisdiction; or (ii) any country, region or territory which is the
subject of Sanctions (including, without limitation, Cuba, Iran,
North Korea, Syria, Russia, the Crimea Region of Ukraine, the
so-called Donetsk People's Republic and the so-called Luhansk
People's Republic)
Sanctions means any sanctions
administered or enforced by the US Government (including, without
limitation, the Office of Foreign Assets Control of the U.S.
Department of Treasury of the U.S. Department of State, and
including, without limitation, the designation of a "specially
designated national" or "blocked person"), the United Nations
Security Council, the European Union, His Majesty's Treasury, or
other relevant competent governmental or regulatory authority,
institution or agency which administers economic, financial and/or
trade sanctions
Shareholder Helpline the
helpline operated by Equiniti available to Shareholders in
connection with the Tender Offer
Shareholders holders of
Ordinary Shares from time to time
Subsidiary a subsidiary as that
term is defined in section 1159 of the Act
Substantial Shareholder any
person whose interest in the Company, whether legal or beneficial,
direct or indirect, may cause any member of the Group to be liable
to pay tax under Regulation 10 of the Real Estate Investment Trusts
(Breach of Conditions) Regulations 2006 (as such regulations may be
modified, supplemented or replaced from time to time) on or in
connection with the making of a Distribution to or in respect of
such person, and the term "Substantial Shareholding" shall be
construed accordingly
Takeover Code the City Code on
Takeovers and Mergers
Tender Conditions shall have
the meaning given in the Circular
Tender Form the form enclosed
with the Circular for use by Shareholders who hold Ordinary Shares
in certificated form in connection with the Tender Offer
Tender Offer the invitation to
Shareholders to tender Ordinary Shares on the terms and conditions
set out in the Circular and also, in the case of certificated
Ordinary Shares only, the Tender Form (and, where the context so
requires, the associated repurchase of such Ordinary Shares by the
Company from Deutsche Numis pursuant to the Repurchase
Agreement)
Tender Offer Record Date or Record Date
close of business (6.00 p.m., UK time) on 9 July
2024 or such other time and date as may be determined by the
Company in its sole discretion in the event that the Closing Date
is altered in accordance with the Circular
Tender Offer Resolution the
special resolution to be proposed at the General Meeting, as set
out in the Notice of General Meeting
Tender Price 250 pence being
the price per Ordinary Share at which Ordinary Shares will be
purchased pursuant to the Tender Offer
TFE
Instruction a transfer from escrow
instruction (as defined by the CREST Manual)
TTE Instruction a transfer to escrow
instruction (as defined by the CREST Manual)
uncertificated form recorded on
the register as being held in uncertificated form in CREST and
title to which, by virtue of the Uncertified Securities
Regulations, may be transferred by means of CREST
United Kingdom or UK United
Kingdom of Great Britain and Northern Ireland
United States or USA the United
States of America, its territories and possessions, any state of
the
United States, and the District of
Columbia