Directors’ Report

 

The Directors present their Annual Report and the audited consolidated financial statements of Palace Capital plc for the year ended 31 March 2016.

STRATEGIC REPORT

The principal activity of the Group is property investment predominately in key regional towns and cities within the UK. A review of the Group’s business strategy, operations, future prospects and key performance indicators are included in the Strategic Report.

RESULTS AND DIVIDENDS

The results for the year are set out in the Financial Reports.

The Directors paid an interim dividend of 7p (2015: 6p) per ordinary share on 30 December 2015 and the directors recommend the payment of a final dividend in respect of the year ending 31 March 2016 of 9p (2015: 7p) per ordinary share to be paid on 29 July 2016 to shareholders on the register at 8 July 2016.

POST BALANCE SHEET EVENTS

There have been no post balance sheet events that would require disclosure or adjustment to these financial statements.

SHARE CAPITAL

The present capital structure of the Company is set out in note 21 to the group financial statements.

PURCHASE OF OWN SHARES BY THE COMPANY

At a General Meeting of the Company held on 24 March 2016, authority was granted to the Directors to purchase, in the market, the Company’s own shares, up to the limit of 10% of the issued share capital. The authority was expressed to run until the conclusion of the next Annual General Meeting of the Company. No purchases pursuant to this authority have been made during the year. Renewal of this authority will be proposed at the forthcoming Annual General Meeting.

DIRECTORS

The following directors have held office during the year.

Stanley Davis

Neil Sinclair

Stephen Silvester (Appointed 1 July 2015)

Richard Starr

Anthony Dove

Kim Taylor-Smith

The biographies of directors serving at 31 March 2016 are set out on page 28.

In accordance with the Articles of Association,Mr Stanley Davis and Mr Anthony Dove retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.

CONFLICT OF INTEREST

Under the articles of association of the company and in accordance with the provisions of the Companies Act 2006, a director must avoid a situation where he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the company’s interests. However, the directors may authorise conflicts and potential conflicts, as they deem appropriate. As a safeguard, only directors who have no interest in the matter being considered will be able to take the relevant decision, and the directors will be able to impose limits or conditions when giving authorisation if they think this is appropriate. During the financial year ended 31 March 2016, the directors have authorised no such conflicts or potential conflicts.

DIRECTORS’ INTEREST IN SHARES

Directors’ interests in the shares of the Company, including family interests, were as follows:-

 

There have been no changes in the Directors’ shareholdings since the year end.

SUBSTANTIAL SHAREHOLDINGS

As at 2 June 2016, being the latest practicable date before the issue of these financial statements, the company had been notified of the following shareholdings which constitute 3% or more of the total issued shares of the company.

CREDITOR PAYMENT POLICY

It is the Company’s policy to settle the terms and conditions of payment with suppliers when agreeing each transaction. The Group’s average number of creditor days as at 31 March 2016 was 30 (2015- 30 days).

AUDITORS

The auditor, BDO LLP, has indicated their willingness to continue in office and a resolution that they be re-appointed will be proposed at the Annual General Meeting.