Schedule 1 - Palace Capital plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Palace Capital plc

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

41 Chalton Street

London NW1 1JD

COUNTRY OF INCORPORATION:

England & Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.palacecapitalplc.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Palace Capital plc (the "Company") is the owner of a portfolio of nine commercial properties located in Crewe and Nantwich, Cheshire. The Company is proposing to acquire the Sequel Portfolio from Quintain Estates & Development PLC (the "Acquisition") via a reverse takeover and the £23.5 million placing of new ordinary shares (the "Placing").

· The Sequel Portfolio consists of 24 mixed use commercial properties in England and Wales.

Total consideration of £39.25 million being financed by the placing of New Ordinary Shares to raise £23.5 million (before expenses) and a £20.0 million debt facility from Nationwide.

· The Directors and Proposed Director are committing to subscribe for, in aggregate, circa £3 million of Placing Shares in the Placing.

· Current net rent receivable from the Sequel Portfolio is circa £5.2 million, which based on the consideration payable, equates to a yield of approximately 13.2 per cent.

· The individual properties in Sequel Portfolio have been valued by Cushman & Wakefield at an aggregate sum of £44.2 million and at £39.7 million on a portfolio basis.

Following the Acquisition the Company will continue as an owner and operator of commercial property, focussing on the UK secondary property market outside London.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

12,125,000 new ordinary shares of 10p each to be issued at a price of £2.00 per ordinary share ("New Shares"). 11,750,000 New Shares are to be issued pursuant to the Placing and 375,000 New Shares are to be issued pursuant to the Acquisition. The existing 31,593,733 ordinary shares of 1p each are, subject to shareholder approval, to be consolidated and re-designated into 315,937 ordinary shares of 10p each ("Existing Consolidated Shares"). Application will be made for the Existing Consolidated Shares and the New Shares to be admitted to AIM.

No ordinary shares in the Company are held in treasury.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

New capital to be raised on Admission: £23.5 million

Anticipated market cap at Admission: £24.9 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

57.27%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Stanley Harold Davis, Non-executive Chairman

Ronald Neil Sinclair, Managing Director

Anthony Charles Dove, Non-executive Director

Richard Starr, Proposed Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Before Admission:

After Admission:

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) Currently 31 January. It is anticipated that this will be extended to 31 March following Admission

(ii) 31 July 2013

(iii) (1) Audited accounts for the 14 months to 31 March 2014 by 31 July 2014

(2) Interim financial information for the 6 months to 30 September 2014 by 31 December 2014

(3) Audited accounts for the 12 months to 31 March 2015 by 30 September 2015

EXPECTED ADMISSION DATE:

21 October 2013

NAME AND ADDRESS OF NOMINATED ADVISER:

Allenby Capital Limited

3 St. Helen's Place

London EC3A 6AB

NAME AND ADDRESS OF BROKERS:

Arden Partners plc

125 Old Broad Street

London EC2N 1AR

and

Allenby Capital Limited

3 St. Helen's Place

London EC3A 6AB

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the admission document containing full details about the applicant and the admission of its securities is available on the Company's website and at the offices of Hamlins LLP, Roxburghe House, 273-287 Regent Street, London W1B 2AD

DATE OF NOTIFICATION:

4 October 2013

NEW/ UPDATE:

New