9 January 2019
Palace Capital plc
("Palace Capital", or the "Company")
Related party transaction, publication of circular and notice of General Meeting
As previously announced in the Company's interim results for the six months ended 30 September 2018, the Board of Palace Capital plc is aware of a technical issue in respect of the Company's payment of certain dividends, namely the final dividend of 4.75 pence per Ordinary Share paid on 31st July 2018 and the interim dividend of 4.75 pence per Ordinary Share paid on 19th October 2018 (together, the "Relevant Distributions") which has resulted in a technical infringement of the Companies Act 2006 (the "Act").
The issue is historic in nature and there is no change to the current financial position or financial outlook of the Company as a consequence of this technical matter. It also has no impact on the Company's intentions or ability to continue returning its surplus cash flow to shareholders via future dividends. The Board has undertaken a thorough and detailed review and is confident all issues have been identified and that the necessary procedural and administrative resolutions have been implemented.
The Company will today publish a circular convening a General Meeting (the "Circular") to be held at the offices of Hamlins LLP, Roxburghe House, 273-287 Regent Street, London W1B 2AD on 25 January 2019 at 12 p.m., at which a special resolution (the "Resolution") will be proposed which will, among other things, seek shareholder approval of a proposed waiver of any claims which the Company may have against its directors and shareholders in respect of the Relevant Distributions.
The proposed waivers of claims constitute related party transactions for the purposes of the Listing Rules of the Financial Conduct Authority. The steps being proposed are in line with those taken by other listed companies that have encountered similar issues in the past.
Terms used in this announcement shall have the meaning given to them in the Circular. The Circular will be available to view on the Company's website (www.palacecapitalplc.com) and at the offices of Palace Capital plc at Lower Ground Floor, One George Yard, London, EC3V 9DF, United Kingdom and at the offices of Hamlins LLP at Roxburghe House, 273-287 Regent Street, London W1B 2AD, United Kingdom. A copy of the Circular and the accompanying Form of Proxy have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.
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 Lead Broker)
Paul Shackleton / Ciaran Walsh / Alex Penney
Tel. +44 (0)207 614 5900
Allenby Capital Limited (Joint Broker)
Nick Naylor / James Reeve / Asha Chotai
Tel. +44 (0)20 3328 5656
FTI Consulting (Financial PR)
Claire Turvey / Methuselah Tanyanyiwa
Tel. +44 (0)20 7271000
About Palace Capital plc (www.palacecapitalplc.com):
Palace Capital plc (LSE: PCA) is a Main Market listed property investment company that has a £283.3 million diversified portfolio of UK regional commercial property. The Company maintains a disciplined investment strategy focused on towns and cities outside of London that are characterised by thriving local economies and strengthening fundamentals. Within those locations, the highly experienced management team selects assets that provide opportunity to drive both capital value and long-term rental income through tailored active asset management programmes, ultimately delivering attractive shareholder returns.