REG - Circle Property PLC - First Return of Capital and Corporate Update

Circle PropertyAnnouncement

17/03/2023 07:00

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RNS Number : 2971T  Circle Property PLC  17 March 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS
"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO
BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY
OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO
PUBLIC OFFERING OF THE B SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY
FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF SUCH JURISDICTIONS.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

17 March 2023

Circle Property plc

("Circle", the "Company" or the "Group")

 

First Return of Capital of approximately £46 million and Corporate Update

Circle Property plc (AIM: CRC), is pleased to announce that, further to the
passing of the Resolutions at the Extraordinary General Meeting of the Company
held on 15 February 2023 and receipt of reporting fund status confirmation
from HMRC, the allotment and issue to holders of Ordinary Shares of 29,215,555
unlisted B Shares pursuant to the B Share Issue, on the basis of one B Share
for each Ordinary Share held at 6.00 pm on 20 March 2023 (the "Record Date"),
with an ex-entitlement date of 17 March 2023, will occur on 21 March 2023.

Further to the announcement dated 23 November 2022, the Company has completed
on the sale of Somerset House, Birmingham ("Somerset House") for £15.18
million.

As the B Shares will be redeemed shortly after issue, no application has been,
or will be made to the London Stock Exchange for any of the B Shares to be
admitted to trading on AIM, nor will the B Shares be listed or admitted to
trading on any other recognised investment exchange.  No share certificates
will be issued in respect of the B Shares and no CREST accounts will be
credited with the B Shares.

The Company intends that the B Shares will be redeemed on 21 March 2023, for
158 pence per B Share amounting to a first Return of Capital to Shareholders
of approximately £46.16 million. For those Shareholders as at the Record
Date, CREST accounts are expected to be credited with the redemption proceeds
on 27 March 2023 and cheques in relation to Shareholders who hold Ordinary
Shares in certificated form will be posted on or before 7 April 2023.

The participation in the B Share Issues by Pentire Limited (a substantial
shareholder, as defined in the AIM Rules for Companies) and the Directors who
hold Ordinary Shares (being all of the Directors except Ian Henderson and
Anthony Le Brun (the "Independent Directors")) are deemed to be related party
transactions under AIM Rule 13. The Independent Directors, having consulted
with the Company's nominated adviser, Cenkos, believe that the terms of the B
Shares Issues, are fair and reasonable insofar as Shareholders are concerned.

Terms used in this announcement, but which are otherwise undefined, shall have
the same meaning as set out in the circular published by the Company on 20
January 2023 (the "Circular"). The Circular is available on the Company's
website at
https://www.circleproperty.co.uk/investors/reports-and-presentations/2023
(https://www.circleproperty.co.uk/investors/reports-and-presentations/2023)
.

Future Returns of Capital

Completion of the sales of Concorde Park, Maidenhead and Victory House, 400
Pavilion Drive, Northampton ("Victory House") for an aggregate consideration
of £15 million are expected by the end of March 2023, following which the
Company expects to make a second Return of Capital in April 2023 through a B
Share Issue which is expected to be for 51 pence per Ordinary Share amounting
to approximately £14.9 million. Once the Company's remaining property at 300
Pavilion Drive, Northampton has been sold, a final return of capital will be
made to shareholders. Further announcements will be made, as appropriate.

Executive Remuneration

The announcement dated 14 February 2022 detailed the revised remuneration
arrangements for the executive directors, John Arnold and Edward Olins (the
"Executives"). On 16 March 2023, the Executives' remuneration arrangements
were amended so that (i) the exchange of Concorde Park would count towards the
Collective Sales Figure (as defined in the announcement dated 14 February
2022) and (ii) the clawback provision on any remaining properties has been
replaced with the condition that the incentive payment will only be calculated
once all properties have been sold and that the total proceeds received, from
all properties, will be included in the calculation. The Remuneration
Committee deemed that the clawback provision was overly punitive in an under
value scenario. The Incentive Payment was subject to a maximum overall cap of
£2.5 million per Executive depending on how quickly, and for what quantum,
the Company's assets were sold. It is now expected that the Incentive Payment
per Executive will be approximately £620,000.

 

Enquiries:

 Circle Property Plc                     +44 (0)20 7930 8503
 John Arnold, CEO

 Edward Olins, COO

                                        +44 (0)20 7397 8900

 Cenkos Securities plc
 Katy Birkin

 George Lawson

 Radnor Capital                         +44 (0)20 3897 1830

 Joshua Cryer

 Iain Daly

 Camarco                                +44 (0)20 3757 4992
 Ginny Pulbrook

 Toby Strong

 

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