Notice of General Meeting
Palace Capital plc is seeking shareholder approval for a waiver under Rule 9 of the Takeover Code, allowing Lakestreet Capital Partners AG and its concert parties to avoid making a mandatory cash offer for remaining shares. This waiver is necessary because the company's proposed share buy-back, which could increase the Concert Party's holding to 36.71% from its current 29.88%, would otherwise trigger the mandatory offer obligation. A General Meeting will be held on 29 June 2026 to vote on this proposed waiver.
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Publication of Circular
Palace Capital plc (the "Company") announces that it is today publishing and sending to Shareholders a circular (the "Circular") giving notice of a General Meeting to be held at 12:00 p.m. on 29 June 2026 at the offices of Travers Smith LLP, 3 Stonecutter Street, London EC4A 4AW (the "General Meeting").
The General Meeting is being convened in connection with the proposed waiver (the "Waiver") under Rule 9 of the City Code on Takeovers and Mergers (the "Takeover Code") of the obligation that would otherwise arise on Lakestreet Capital Partners AG and its concert parties (together, the "Concert Party") to make a mandatory cash offer for the ordinary shares in the capital of the Company not already owned by the Concert Party, as a result of any purchases of shares by the Company pursuant to its existing share buy-back authority (the "Share Buy-Back").
As described in the Circular, because the Concert Party currently holds approximately 29.88% of the Company's issued ordinary share capital, any further reduction in the Company's issued share capital resulting from the Share Buy-Back would increase the Concert Party's percentage interest in the voting rights of the Company to 30% or more, which would ordinarily trigger an obligation under Rule 9 of the Takeover Code to make a mandatory cash offer for the remaining shares. Should the Share Buy-Back be implemented in full it is expected that the Concert Party will be interested in 36.71% of the Company's issued ordinary share capital.
The Panel on Takeovers and Mergers (the "Panel") has agreed to waive that obligation, subject to the approval of shareholders other than members of the Concert Party on a poll at a General Meeting of the Company. Members of the Concert Party will not be entitled to vote on the resolution, full details of which are set out in the Circular.
The Company will, following the General Meeting, announce further details about the Share Buy-Back.
Publication of this Announcement and Circular on Website
A copy of this announcement and the Circular will be available, free of charge, subject to certain restrictions relating to persons resident in jurisdictions outside the United Kingdom, on the Company's website at https://palacecapitalplc.com/investors/rns-news/.
For the avoidance of doubt, the contents of the Company's website and any websites accessible from hyperlinks on the Company's website are not incorporated into and do not form part of this announcement.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.