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.
Palace Capital PLC
("Palace Capital", the "Company" or the "Group")
Publication of Supplementary Prospectus
Palace Capital plc, the property investment company that focuses on commercial property predominantly outside London, has today published a supplementary prospectus approved by the UK Listing Authority. The Supplementary Prospectus is being published to disclose details of the Company's updated hedging strategy as announced on 7 March 2018.
The supplementary prospectus is supplemental to, and should be read in conjunction with, the prospectus published by the Company on 27 February 2018 in relation to the proposed admission of the Company's shares to the premium listing segment of the Official List of the FCA and admission to trading on its Main Market for listed securities ("Admission"). Admission is expected to take place on 28 March 2018.
A copy of the supplementary prospectus will shortly be available for inspection at the National Storage Mechanism which is located at http://www.morningstar.co.uk/uk/nsm.do.
The supplementary prospectus is also available in electronic form on the Company's website at www.palacecapitalplc.com and will be available for inspection at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF, United Kingdom between the hours of 9.30 am and 5.30 pm on any Business Day.
Date: 21 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 (Nominated Adviser and Joint Broker)
Nick Naylor / James Reeve / Asha Chotai
Tel. 44 (0)20 3328 5656
Capital Access Group (Financial PR)
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.
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.