TIDMPCA
RNS Number : 1524J
Palace Capital PLC
28 March 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is for information purposes only and is not a
prospectus and not an offer of securities for sale in any
jurisdiction, including in the United States, Australia, Canada,
Japan and South Africa.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section below.
28 March 2018
Palace Capital PLC
("Palace Capital", the "Company" or the "Group")
Notification of admission to the Main Market
Further to the announcements previously made by Palace Capital
on 27 February 2018 and on 21 March 2018, the Company is pleased to
confirm that, effective at 8.00 am today, its entire ordinary share
capital has been admitted to the premium listing segment of the
Official List of the UK Listing Authority (the "Official List") and
to trading on London Stock Exchange plc's main market ("Main
Market") for listed securities (together, "Admission") and trading
in the Company's shares on the AIM market of London Stock Exchange
plc ("AIM") has been cancelled.
The Company is not raising any funds or issuing any new shares
in connection with Admission. No shares have been offered or
marketed to the public in the UK or elsewhere in connection with
Admission or the publication of the related prospectus. The
Company's shares will continue to be registered with their existing
ISIN number GB00BF5SGF06 and SEDOL number BF5SGF0. The Company's
TIDM code on the London Stock Exchange will continue to be PCA.
The Company's issued share capital as at the date of this
announcement comprises 46,388,515 ordinary shares, with one voting
right per share ("Ordinary Shares"). This figure includes the
549,587 Ordinary Shares held in treasury.
Excluding the Ordinary Shares held in treasury, the figure of
45,838,928 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 Guidance and
Transparency Rules.
Existing shareholders need take no further action to maintain
their existing holdings as this change only affects the platform
the ordinary shares are traded on.
Neil Sinclair, Chief Executive Officer, said:
"This is another important milestone for the Company as we
fulfil our commitment to move to the Main Market and is a testament
to the value the management team has generated historically. Last
year's GBP70 million placing to fund the GBP53.4 million
acquisition of RT Warren (Investments) Limited offers further
exciting potential for our business. We look forward to reporting
continued growth in the medium-term as we develop beyond a c.GBP150
million market capitalisation and we will provide further updates
in due course."
Date: 28 March 2018
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 Joint Broker)
Chris Hardie / Ciaran Walsh
Tel. +44 (0)207 614 5917
Allenby Capital Limited (Joint Broker)
Nick Naylor / James Reeve / Asha Chotai
Tel. +44 (0)20 3328 5656
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 London Stock Exchange plc's main market (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.
Important notice
Forward-looking statements
This announcement contains forward-looking statements. By their
nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may
or may not occur in the future and therefore are based on current
beliefs and expectations about future events. Accordingly,
prospective investors should not rely on these forward-looking
statements. The Company disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. None of the
Company, the Directors or the Sponsor undertake any obligation nor
do they intend to revise or update any document unless required to
do so by applicable law, the Prospectus Rules, the Disclosure
Requirements or the Transparency Rules.
This announcement and the information contained in it is
restricted and is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or from the
United States (including its territories and possessions, any state
of the United States and the District of Columbia, collectively the
"United States") or any other jurisdiction where to do so might
constitute a violation of local securities laws or regulations. The
information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the U.S. Securities Act of 1933, as amended (the "Securities Act")
or the applicable laws of other jurisdictions.
This announcement is for information purposes only and does not
constitute an offer or invitation to sell or issue or the
solicitation of an offer to buy, acquire or subscribe for shares in
the Company. This announcement does not constitute nor form part of
an offer to sell securities or the solicitation of an offer to buy
securities in the United States. The Ordinary Shares have not been
and will not be registered under the Securities Act or under any
securities laws or with any securities regulatory authority of any
state or other jurisdiction of the United States. The Ordinary
Shares may not be offered, sold, resold, taken up, transferred,
delivered or distributed, directly or indirectly, into or within
the United States absent registration under the Securities Act or
an available exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. There is no public offer
of the Ordinary Shares in the United States. The Ordinary Shares
may not be offered or sold to, or for the account or benefit of,
any ADR holder. Subject to certain exceptions, no action has been
taken by the Company or by the Sponsor that would permit an offer
of the Ordinary Shares or possession or distribution of this
announcement in any other jurisdiction where action for that
purpose is required, other than the United Kingdom. No public
offering of the shares referred to in this announcement is being
made.
This announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Sponsor or by any of its affiliates or agents as to or in relation
to, the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
Arden Partners plc, which is authorised by the Financial Conduct
Authority (the "FCA") are acting exclusively for the Company and no
one else in connection with the proposed Admission, and will not
regard any other person (whether or not a recipient of this
document) as a client in relation to the proposed Admission, and
will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients, nor
for providing advice, in relation to the proposed Admission or any
other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on the Sponsor by the Financial Service and Markets
Act 2000, as amended, or the regulatory regime established
thereunder, or by the London Stock Exchange or the AIM Rules, or
under the regulatory regime of any jurisdiction where exclusion of
liability under the relevant regulatory regime would be illegal,
void or unenforceable, the Sponsor, nor any of its affiliates,
directors, officers, employees or advisers accepts any
responsibility whatsoever for, or makes any representation or
warranty, express or implied, as to the contents of this
announcement, including its accuracy or completeness, or for any
other statement made or purported to be made by it, or on behalf of
it, the Company, the Directors or any other person, in connection
with Admission, and nothing in this document should be relied upon
as a promise or representation in this respect, whether or not to
the past or future. The Sponsor and its affiliates, directors,
officers, employees and advisers accordingly disclaims to the
fullest extent permitted by law all and any responsibility or
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above), which it might otherwise
have in respect of this announcement or any such statement.
Statements contained in this announcement regarding past trends
or activities should not be taken as a representation that such
trends or activities will continue in the future.
The price of shares in the Company and the income from them may
go down as well as up and investors may not get back the full
amount invested on disposal of the shares.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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