REG - Palace Capital PLC - Result of AGM

Palace CapitalAnnouncement

29/07/2022 15:30

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RNS Number : 3167U  Palace Capital PLC  29 July 2022

29 July 2022

Palace Capital plc

("Palace Capital" or the "Company")

 

Result of AGM

 

Palace Capital (LSE: PCA), the Main Market property investment company that
owns a diversified portfolio of UK commercial real estate in carefully
selected locations outside of London, announces the results of the Company's
Annual General Meeting held earlier today.

 

The resolutions were as set out in the Notice of Meeting, as filed with the
National Storage Mechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and are also
available on the company's website, www.palacecapitalplc.com.

 

All resolutions were passed with the exception of resolutions 13 and 14
(authority to dis-apply pre-emption rights), which were special resolutions
requiring 75% of votes cast to be in favour. Resolutions 1 to 8 and 17 and 18
were passed as ordinary resolutions and resolutions 15 and 16 were passed as
special resolutions. Resolutions 9, 10 and 11 for the re-election of certain
Directors were withdrawn following their standing down from the Board on 19
July 2022.

 

The total votes cast were as follows:

 

 Resolution                                                              In Favour Votes                      Against Votes                                  Withheld Votes
                                                                         No.                        %         No.                                   %
 1 Receive and approve the Accounts                                              22,733,641         68.72%           10,348,077                     31.28%              161,363
 2 Receive and approve the Directors' Remuneration report                        20,680,734         62.52%           12,400,313                     37.48%              162,034
 3 Declare a final dividend of 3.75p                                             33,072,318         99.97%                    9,400                 0.03%               158,363
 4 Re-appoint BDO LLP as auditors                                                28,750,246         99.97%                    9,949                 0.03%            4,479,886
 5 Authorise the Audit & Risk Committee to determine the auditors'               28,750,370         99.97%                    9,825                 0.03%            4,479,886
 remuneration
 6 Elect Steven Owen                                                             30,453,990         91.72%             2,749,728                    8.28%                 39,363
 7 Elect Matthew Simpson                                                         28,840,620         99.85%                  42,623                  0.15%            4,359,838
 8 Re-elect Richard Starr                                                        18,517,314         55.70%           14,725,767                     44.30%                        -
 9 Withdrawn
 10 Withdrawn
 11 Withdrawn
 12 The Directors be authorised to allot shares in the Company                   20,601,353         62.40%           12,414,570                     37.60%              227,158
 13 General disapplication of pre-emption rights                                 20,611,369         62.43%           12,404,554                     37.57%              227,158
 14 Additional authority to disapply pre-emption rights                          20,609,869         62.42%           12,406,054                     37.58%              227,158
 15 Market purchase of own shares                                                32,475,025         98.36%                540,898                   1.64%               227,158
 16 Calling general meetings on 14 days' notice                                  32,948,768         99.80%                  67,155                  0.20%               227,158
 17 New SAYE Plan                                                                22,657,097         68.63%           10,354,826                     31.37%              231,158
 18 Director Fees                                                                18,572,341         57.30%           13,840,582                     42.70%              102,158

 A vote withheld is not a vote in law and is not counted in the calculation
of the number or % of votes "For" or "Against" a resolution.

The Board would like to thank shareholders for their engagement and support
ahead of the AGM.

While most of the resolutions were passed with significant majorities, the
Board notes that several resolutions received less than 80% support and
resolutions 13 and 14 received less than the requisite 75% required to be
passed.

The Company extensively engaged with its major shareholders in the lead up to
the AGM to better understand their concerns which led to an amended strategy
as announced on 19 July 2022.  In light of the amended strategy, the
pre-emption authority (resolutions 13 and 14) is not required and it is
unlikely that the Company will seek the authority in future years. In
addition, the stepping down of three non-executive Directors means that the
Board no longer requires the flexibility that the additional fees in the
Articles allowed by the passing of resolution 18 and therefore although the
new maximum in the Articles is £500,000, the Board will not utilize the
£200,000 increase.

The Board notes the significant votes for Steven Owen and Matthew Simpson as
new directors and they record their appreciation of this. The Board further
notes that Richard Starr, Executive Property Director, received significant
votes against his re-election.

The Company will continue to engage with its shareholders and in accordance
with the provisions of the UK Corporate Governance Code. The Board will
provide an update on this engagement within six months of the AGM.

For further information please contact:

PALACE CAPITAL PLC

Steven Owen, Interim Executive Chairman

Matthew Simpson, Chief Financial Officer

Tel. +44 (0)20 3301 8331

 

Broker

Numis Securities

Heraclis Economides / Oliver Hardy

Tel: +44 (0)20 7260 1000

 

Broker

Arden Partners plc

Corporate Finance: John Llewellyn-Lloyd/ Elliot Mustoe

Corporate Broking: James Reed-Daunter

Tel: +44 (0)207 614 5900

 

Financial PR

FTI Consulting

Dido Laurimore/ Giles Barrie

Tel: +44 (0)20 3727 1000

palacecapital@fticonsulting.com (mailto:palacecapital@fticonsulting.com)

 

 

www.palacecapitalplc.com (http://www.palacecapitalplc.com/)

 

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