THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is for information purposes only and is not a prospectus and not an offer of securities for sale in any jurisdiction, including in the United States, Australia, Canada, Japan and South Africa.
This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section below.
27 February 2018
Palace Capital Plc
("Palace Capital" or the "Company")
Publication of Prospectus
Notification of proposed admission to the Official List and cancellation of trading on AIM
Palace Capital plc, the property investment company that focuses on commercial property predominantly outside London, is pleased to announce that the UK Listing Authority has approved a Prospectus in relation to the proposed admission of the Company's shares to the premium listing segment of the Official List of the FCA and admission to trading on its Main Market for listed securities ("Admission").
Pursuant to AIM Rule 41 of the AIM Rules for Companies, the Company also gives notice that it intends to cancel the trading of its Ordinary Shares on the AIM market of the London Stock Exchange ("AIM") in the event of its application being successful.
The Company directors believe that a premium listing will support the long-term strategy of the Company by providing a more appropriate platform for its growth. In addition, the Company directors believe that Admission will raise the Company's profile, increase its trading liquidity and provide the Company with a greater range of potential investors for its ordinary shares. Admission will be through an introduction of the existing Ordinary Shares. The Company will not be issuing new shares in conjunction with the proposed Admission or the publication of the related prospectus and has no current intention to raise capital through the issue of new shares in the UK or elsewhere.
The Prospectus will be posted to shareholders tomorrow. It will also be made available in electronic form on the Company's website at www.palacecapitalplc.com, and will be available for inspection at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF, United Kingdom between the hours of 9.30 am and 5.30 pm on any Business Day. The Prospectus will also be submitted to the National Storage Mechanism, where it will be available for inspection at www.morningstar.co.uk/uk/nsm.
Publication of the Prospectus
27 February 2018
Last day of trading of the Ordinary Shares on AIM
27 March 2018
Expected cancellation of the Ordinary Shares from trading on AIM
8.00 am on 28 March 2018
Expected admission of the Shares to the Official List
8.00 am on 28 March 2018
Expected commencement of dealings of the Shares on the Main Market
8.00 am on 28 March 2018
The times and dates set out in the expected timetable of principal events above and mentioned in this document, and in any other document issued in connection with Admission are subject to change by the Company, in which event details of the new times and dates will be notified to the UKLA, the London Stock Exchange and, where appropriate, shareholders.
Following Admission, the Company's shares will continue to be registered with their existing ISIN number of GB00BF5SGF06 and SEDOL number of BF5SGF0; the Company's ticker symbol will continue to be PCA. On Admission, the Company's issued share capital will be 46,388,515 shares, of which 549,587 shares are held in Treasury.
Arden Partners plc is acting as sponsor to the Company in connection with Admission.
The Company's existing shareholders should consult their own tax advisers as to the tax implications of the Company's proposed move to the Main Market.
Further announcements will be made in due course.
Neil Sinclair, Chief Executive Officer, said:
"The Company has grown strongly from foundation, while remaining true to its strategy of investing in good quality, income producing assets in the UK's regions. When Stanley Davis and I assumed Board control in 2010, the Company had a market capitalisation of £0.1 million. Today, Palace Capital owns a portfolio valued in excess of £270 million with a NAV per share of above 400p. Our move from AIM to the main market represents another important milestone in Palace Capital's development and is a testament to the value the management team has generated historically. The recent £70 million placing to fund the £53.4 million acquisition of the RT Warren (Investments) Limited offers further exciting potential for our business and we look forward to reporting continued growth in the medium-term."
For further information, please contact:
Palace Capital plc
Neil Sinclair, Chief Executive
Stephen Silvester, Finance Director
Tel. +44 (0)20 3301 8331
Arden Partners plc (Sponsor and Joint Broker)
Chris Hardie / Ciaran Walsh
Tel. +44 (0)207 614 5900
Allenby Capital Limited (Nominated Adviser and Joint Broker)
Nick Naylor / James Reeve / Asha Chotai
Tel. +44 (0)20 3328 5656
Capital Access Group (Financial PR)
Tel. +44 (0)20 3763 3400
This announcement contains forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Accordingly, prospective investors should not rely on these forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. None of the Company, the Directors or the Sponsor undertake any obligation nor do they intend to revise or update any document unless required to do so by applicable law, the Prospectus Rules, the Disclosure Requirements or the Transparency Rules.
This announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States") or any other jurisdiction where to do so might constitute a violation of local securities laws or regulations. The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the U.S. Securities Act of 1933, as amended (the "Securities Act") or the applicable laws of other jurisdictions.
This announcement is for information purposes only and does not constitute an offer or invitation to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the Company. This announcement does not constitute nor form part of an offer to sell securities or the solicitation of an offer to buy securities in the United States. The Ordinary Shares have not been and will not be registered under the Securities Act or under any securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States. The Ordinary Shares may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There is no public offer of the Ordinary Shares in the United States. The Ordinary Shares may not be offered or sold to, or for the account or benefit of, any ADR holder. Subject to certain exceptions, no action has been taken by the Company or by the Sponsor that would permit an offer of the Ordinary Shares or possession or distribution of this announcement in any other jurisdiction where action for that purpose is required, other than the United Kingdom. No public offering of the shares referred to in this announcement is being made.
This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Sponsor or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Arden Partners plc, which is authorised by the Financial Conduct Authority (the "FCA") are acting exclusively for the Company and no one else in connection with the proposed Admission, and will not regard any other person (whether or not a recipient of this document) as a client in relation to the proposed Admission, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice, in relation to the proposed Admission or any other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on the Sponsor by the Financial Service and Markets Act 2000, as amended, or the regulatory regime established thereunder, or by the London Stock Exchange or the AIM Rules, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, the Sponsor, nor any of its affiliates, directors, officers, employees or advisers accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this announcement, including its accuracy or completeness, or for any other statement made or purported to be made by it, or on behalf of it, the Company, the Directors or any other person, in connection with Admission, and nothing in this document should be relied upon as a promise or representation in this respect, whether or not to the past or future. The Sponsor and its affiliates, directors, officers, employees and advisers accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.
Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.
The price of shares in the Company and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.