Palace Capital plc
("Palace Capital" or the "Company")
Notice of general meeting
Palace Capital, the property investment company that focuses on commercial property outside London, has today posted to shareholders a notice convening a general meeting of the Company to be held at the offices of Hamlins LLP, Roxburghe House, 273-287 Regent Street, London W1B 2AD at 10.00 a.m. on 24 March 2016 ("General Meeting").
The General Meeting is being convened for the purpose of seeking general authority for the Company to make market purchases of its own ordinary shares ("Ordinary Shares"), limited to up to 10 per cent of the Company's issued ordinary share capital (the "Share Buyback Authority"). The Share Buyback Authority, if approved, would take effect at the end of the General Meeting, and expire 15 months from the passing of the resolution.
In its half yearly report for the six months ended 30 September 2015, the Company announced a European Public Real Estate Association net asset value ("EPRA NAV") per Ordinary Share of 404 pence. As at the date of this announcement, the Company's share price is 327.5 pence per Ordinary Share, representing a 19 per cent. discount to the reported EPRA NAV per Ordinary Share. In light of the size of this discount, and in line with normal corporate practice, the Directors consider the Company should seek the Share Buyback Authority to allow the Company to purchase its Ordinary Shares at a point in the future when it would be appropriate to use the Company's financial resources to provide shareholders, who wish to realise part or all of their investment in the Company, with an opportunity to access liquidity which might not otherwise be available in the market. The Directors would only propose to use the Share Buyback Authority in circumstances where to do so would enhance the EPRA NAV per Ordinary Share. The Directors' report in the Company's next Annual Report and Consolidated Financial Statements will contain details in relation to any Ordinary Shares bought back by the Company during the financial year.
The Share Buyback Authority is for up to 10 per cent. of the Company's issued ordinary share capital. The minimum price of any purchases made under the under the Share Buyback Authority is 10 pence per Ordinary Share (being the nominal value of each Ordinary Share) and the maximum is the higher of:
i. an amount equal to 105 per cent. of the average of the closing middle market price for an Ordinary Share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately prior to the day the purchase is made; and
ii. the price stipulated by Article 5(1) of Commission Regulation (EC) No 2273/2003 (the Buy-back and Stabilisation Regulation) which is an amount equal to the higher of the price per Ordinary Share of the last independent trade and the highest current independent bid per Ordinary Share.
The Share Buyback Authority will expire 15 months after the resolution is passed but the Directors would expect to seek this authority at successive Annual General Meetings.
A copy of the notice to be sent to shareholders of the Company to convene the General Meeting will be shortly available on the Company's website at www.palacecapitalplc.com.
Date: 25 February 2016
For further information 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
Tel. +44 (0)20 3328 5656
Arden Partners plc (Joint Broker)
Chris Hardie / Ciaran Walsh
Tel. +44 (0)207 614 5917
Capital Access Group (Financial PR)
Simon Courtenay / Harry Rippon Tel. +44 (0)20 3763 3400