29th Jul 2022 15:18
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 Resolutions 9, 10 and 11 for the re-election of certain Directors were withdrawn following their standing down from the Board on 19 July 2022.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9 Withdrawn | |||||
10 Withdrawn | |||||
11 Withdrawn | |||||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 OfficerTel. +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
www.palacecapitalplc.com
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