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 Resolutions 9, 10 and 11 for the re-election of certain Directors were withdrawn following their standing down from the Board on 19 July 2022.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' remuneration

        28,750,370

99.97%

                9,825

0.03%

        4,479,886

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9 Withdrawn






10 Withdrawn






11 Withdrawn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

 

 

www.palacecapitalplc.com

 

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