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.
28 March 2018
Palace Capital PLC
("Palace Capital", the "Company" or the "Group")
Notification of admission to the Main Market
Further to the announcements previously made by Palace Capital on 27 February 2018 and on 21 March 2018, the Company is pleased to confirm that, effective at 8.00 am today, its entire ordinary share capital has been admitted to the premium listing segment of the Official List of the UK Listing Authority (the "Official List") and to trading on London Stock Exchange plc's main market ("Main Market") for listed securities (together, "Admission") and trading in the Company's shares on the AIM market of London Stock Exchange plc ("AIM") has been cancelled.
The Company is not raising any funds or issuing any new shares in connection with Admission. No shares have been offered or marketed to the public in the UK or elsewhere in connection with Admission or the publication of the related prospectus. The Company's shares will continue to be registered with their existing ISIN number GB00BF5SGF06 and SEDOL number BF5SGF0. The Company's TIDM code on the London Stock Exchange will continue to be PCA.
The Company's issued share capital as at the date of this announcement comprises 46,388,515 ordinary shares, with one voting right per share ("Ordinary Shares"). This figure includes the 549,587 Ordinary Shares held in treasury.
Excluding the Ordinary Shares held in treasury, the figure of 45,838,928 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 Guidance and Transparency Rules.
Existing shareholders need take no further action to maintain their existing holdings as this change only affects the platform the ordinary shares are traded on.
Neil Sinclair, Chief Executive Officer, said:
"This is another important milestone for the Company as we fulfil our commitment to move to the Main Market and is a testament to the value the management team has generated historically. Last year's £70 million placing to fund the £53.4 million acquisition of RT Warren (Investments) Limited offers further exciting potential for our business. We look forward to reporting continued growth in the medium-term as we develop beyond a c.£150 million market capitalisation and we will provide further updates in due course."
Date: 28 March 2018
For further information, 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 5917
Allenby Capital Limited (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
About Palace Capital plc (www.palacecapitalplc.com):
Palace Capital is a UK property investment company admitted to trading on the London Stock Exchange plc's main market (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 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.