Notice of General Meeting
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
11 June 2026
PALACE CAPITAL PLC
Proposed Approval of Waiver under Rule 9 of the Takeover Code
Publication of Circular and Notice of General Meeting
Publication of Circular
Palace Capital plc (the "Company") announces that it is today publishing and sending to Shareholders a circular (the "Circular") giving notice of a General Meeting to be held at 12:00 p.m. on 29 June 2026 at the offices of Travers Smith LLP, 3 Stonecutter Street, London EC4A 4AW (the "General Meeting").
The General Meeting is being convened in connection with the proposed waiver (the "Waiver") under Rule 9 of the City Code on Takeovers and Mergers (the "Takeover Code") of the obligation that would otherwise arise on Lakestreet Capital Partners AG and its concert parties (together, the "Concert Party") to make a mandatory cash offer for the ordinary shares in the capital of the Company not already owned by the Concert Party, as a result of any purchases of shares by the Company pursuant to its existing share buy-back authority (the "Share Buy-Back").
As described in the Circular, because the Concert Party currently holds approximately 29.88% of the Company's issued ordinary share capital, any further reduction in the Company's issued share capital resulting from the Share Buy-Back would increase the Concert Party's percentage interest in the voting rights of the Company to 30% or more, which would ordinarily trigger an obligation under Rule 9 of the Takeover Code to make a mandatory cash offer for the remaining shares. Should the Share Buy-Back be implemented in full it is expected that the Concert Party will be interested in 36.71% of the Company's issued ordinary share capital.
The Panel on Takeovers and Mergers (the "Panel") has agreed to waive that obligation, subject to the approval of shareholders other than members of the Concert Party on a poll at a General Meeting of the Company. Members of the Concert Party will not be entitled to vote on the resolution, full details of which are set out in the Circular.
The Company will, following the General Meeting, announce further details about the Share Buy-Back.
Enquiries
Palace Capital plc
Christian Kappelhoff-Wulff, Non-Executive Chairman
ckw@palacecapitalplc.comBroker
Cavendish
Matt Lewis, Head of Corporate Broking
Tel: +44 (0)20 7397 1920
mlewis@cavendish.comImportant Notices
Cavendish Capital Markets Limited ("Cavendish") is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Cavendish is acting exclusively for the Company and for no one else in connection with the proposed Waiver and Share Buy-back and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cavendish, nor for providing advice in relation to the Waiver, the contents of the Circular, this announcement or any other matters referred to herein. Neither Cavendish nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement contained herein or otherwise.
Publication of this Announcement and Circular on Website
A copy of this announcement and the Circular will be available, free of charge, subject to certain restrictions relating to persons resident in jurisdictions outside the United Kingdom, on the Company's website at https://palacecapitalplc.com/investors/rns-news/.
For the avoidance of doubt, the contents of the Company's website and any websites accessible from hyperlinks on the Company's website are not incorporated into and do not form part of this announcement.
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