REG - Palace Capital PLC - Further re. Placing and Open Offer <Origin Href="QuoteRef">PCA.L</Origin>

Palace CapitalAnnouncement

19/09/2017 15:16

RNS Number : 1951R
Palace Capital PLC
19 September 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA,JAPAN OR NEW ZEALAND OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF PALACE CAPITAL PLC OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
Palace Capital plc
("Palace Capital" or the "Company")
Further re. Placing and Open Offer to raise 70 million
Notice of General Meeting
Further to the announcement made earlier today, Palace Capital, the property investment company that focuses on commercial property outside London, is pleased to announce a conditional placing (the "Placing") of 20,588,236 new ordinary shares (the "Placing Shares") to raise a total of 70 million (before expenses). 1,257,534 of the Placing Shares have been subscribed for subject to clawback under an open offer to raise 4.3 million (the "Open Offer"). The Placing has been conducted at a price of 340 pence per Placing Share (the "Placing Price"). The Placing Price represents an approximate 12 per cent. discount to the closing middle market price of 385 pence per Existing Ordinary Share on 18 September 2017, the last business day before the announcement of the Placing and Open Offer. 
Certain of the Directors of the Company have participated in the Placing, details of which are included in the table below. 
In addition, the Company will today allocate the LTIP Shares for awards made under the LTIP in 2014, following the Sequel acquisition in 2013. Today's grants will total 66,352 Ordinary Shares. To make the allocations of the LTIP Shares, the Company will transfer 100,000 Ordinary Shares out of treasury to The Palace Capital Employee Benefit Trust. 
Changes to the interests of Directors and PDMRs in the share capital of the Company following the Placing and issue of the LTIP Shares will, on Admission, be as follows:

At the date of this announcement


On Admission
Director/PDMR
Number of Ordinary Shares
% of issued share capital
LTIP Shares issued
Placing Shares being acquired
Number of Ordinary Shares
% of issued share capital
Neil Sinclair
183,767
0.73
39,811
8,824
232,402
0.51
Richard Starr
82,258
0.33
19,906
29,411
131,575
0.29
Stephen Silvester
2,148
0.01
-
-
2,148
0.005
Anthony Dove
80,000
0.32
-
5,000
85,000
0.19
Kim Taylor-Smith
-
-
-
10,000 
10,000
0.02
Stanley Davis
1,565,287
6.20
-
-
1,565,287
3.41
David Kaye (PDMR)
-
-
6,635
-
6,635
0.01
The Company will be allocating options to certain Directors pursuant to the Company's deferred bonus plan. The value of options to be issued in lieu of bonus entitlements will total 127,895, representing 35% of the Directors' bonuses for the year ended 31 March 2017, as detailed in the Company's report and accounts for the year ended 31 March 2017. The number of options granted will be calculated based on the average closing mid-market price of an Ordinary Share on the five business days ending 25 September 2017. Further details of these option grants will be announced in due course.
Total voting rights
Following the transfer of the 100,000 Ordinary Shares out of treasury, Palace Capital will have (excluding the total of 549,587 ordinary shares that will be held in treasury) 25,250,692 ordinary shares in issue.
The above figure of 25,250,692 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 and Transparency Rules.
Notice of General Meeting
The Placing and Acquisition are conditional on, inter alia, the passing of certain resolutions at the General Meeting, to be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF at 10.00 a.m. on 6 October 2017 and notice of which is today being posted to Shareholders. The Resolutions to be proposed at the General Meeting, are, inter alia, to provide the Company with the authority to issue and allot the Placing Shares. 
A copy of the Circular, which includes notice of the General Meeting, will be posted to shareholders shortly and will be available from the Company's website www.palacecapitalplc.com. 
Capitalised terms used in this Announcement shall have the meanings given to such terms in the Company's announcement this morning.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the publication of this Announcement this inside information is now considered to be within the public domain.
Neil Sinclair, Chief Executive of Palace Capital, commented:
"We are delighted with the support that we have received for the fundraising and are very pleased to welcome a substantial number of new institutional shareholders to our register."
KEY STATISTICS
Number of Existing Ordinary Shares (excluding treasury shares)
25,250,692
Number of Firm Placing Shares 
19,330,702
Number of Conditional Placing and Offer Shares
1,257,534
Aggregate number of New Ordinary Shares expected to be issued pursuant to the Placing and Open Offer
20,588,236
Issue Price
340 pence
Open Offer Entitlements under the Open Offer
1,257,534
Percentage of the Enlarged Share Capital represented by the Placing Shares and Offer Shares
44.9 per cent.
Estimated gross proceeds of the Placing
70.0 million
Estimated net proceeds of the Placing
66.4 million
Enlarged Share Capital immediately following the Placing
45,838,928
Market capitalisation of the Company immediately following the Placing at the Issue Price
155.9 million
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for entitlements under the Open Offer
15 September 2017
Announcement of the Placing and Open Offer
7.00 a.m. on 19 September 2017
Publication and posting of the Circular, the Application Form
and Form of Proxy
19 September 2017
Ex-entitlement Date for the Open Offer
8.00 a.m. on 19 September 2017
Open Offer Entitlements and Excess CREST Open Offer
Entitlements credited to stock accounts of Qualifying CREST
Shareholders in CREST
As soon as practical after 8.00 a.m.
on 20 September 2017
Recommended latest time and date for requesting withdrawal
of Open Offer Entitlements and Excess CREST Open Offer
Entitlements from CREST
4.30 p.m. on 29 September 2017
Recommended latest time for depositing Open Offer
Entitlements and Excess CREST Open Offer Entitlements into
CREST
3.00 p.m. on 2 October 2017
Latest time and date for splitting Application Forms (to satisfy
bona fide market claims only)
3.00 p.m. on 3 October 2017
Latest time and date for receipt of completed Forms of Proxy
and receipt of electronic proxy appointments via the CREST
system
10.00 a.m. on 4 October 2017
Latest time and date for receipt of the completed Application
Form and appropriate payment in respect of Offer Shares or
Excess Shares or settlement of relevant CREST instruction
11.00 a.m. on 5 October 2017
General Meeting
10.00 a.m. on 6 October 2017
Announcement of result of General Meeting and Open Offer
6 October 2017
Admission and commencement of dealings in the
New Ordinary Shares on AIM
8.00 a.m. on 
9 October 2017
CREST members' accounts credited in respect of
New Ordinary Shares in uncertificated form
from 8.00 a.m. on 
9 October 2017
Completion of the Acquisition
9 October 2017
Despatch of definitive share certificates for New Ordinary
Shares in certificated form
by 16 October 2017
For further information please 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 / Asha Chotai
Tel. +44 (0)20 3328 5656
Arden Partners plc (Lead Bookrunner and Joint Broker)
Chris Hardie / Ciaran Walsh
Tel. +44 (0)207 614 5900
Capital Access Group (Financial PR)
Scott Fulton
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 AIM Market of the London Stock Exchange (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.

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