First Return of Capital and Corporate Update

RNS Number : 2971T

Circle Property PLC

17 March 2023

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE B SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

17 March 2023

Circle Property plc

("Circle", the "Company" or the "Group")

First Return of Capital of approximately £46 million and Corporate Update

Circle Property plc (AIM: CRC), is pleased to announce that, further to the passing of the Resolutions at the Extraordinary General Meeting of the Company held on 15 February 2023 and receipt of reporting fund status confirmation from HMRC, the allotment and issue to holders of Ordinary Shares of 29,215,555 unlisted B Shares pursuant to the B Share Issue, on the basis of one B Share for each Ordinary Share held at 6.00 pm on 20 March 2023 (the "Record Date"), with an ex-entitlement date of 17 March 2023, will occur on 21 March 2023.

Further to the announcement dated 23 November 2022, the Company has completed on the sale of Somerset House, Birmingham ("Somerset House") for £15.18 million.

As the B Shares will be redeemed shortly after issue, no application has been, or will be made to the London Stock Exchange for any of the B Shares to be admitted to trading on AIM, nor will the B Shares be listed or admitted to trading on any other recognised investment exchange.  No share certificates will be issued in respect of the B Shares and no CREST accounts will be credited with the B Shares.

The Company intends that the B Shares will be redeemed on 21 March 2023, for 158 pence per B Share amounting to a first Return of Capital to Shareholders of approximately £46.16 million. For those Shareholders as at the Record Date, CREST accounts are expected to be credited with the redemption proceeds on 27 March 2023 and cheques in relation to Shareholders who hold Ordinary Shares in certificated form will be posted on or before 7 April 2023.

The participation in the B Share Issues by Pentire Limited (a substantial shareholder, as defined in the AIM Rules for Companies) and the Directors who hold Ordinary Shares (being all of the Directors except Ian Henderson and Anthony Le Brun (the "Independent Directors")) are deemed to be related party transactions under AIM Rule 13. The Independent Directors, having consulted with the Company's nominated adviser, Cenkos, believe that the terms of the B Shares Issues, are fair and reasonable insofar as Shareholders are concerned.

Terms used in this announcement, but which are otherwise undefined, shall have the same meaning as set out in the circular published by the Company on 20 January 2023 (the "Circular"). The Circular is available on the Company's website at https://www.circleproperty.co.uk/investors/reports-and-presentations/2023 . 

Future Returns of Capital

Completion of the sales of Concorde Park, Maidenhead and Victory House, 400 Pavilion Drive, Northampton ("Victory House") for an aggregate consideration of £15 million are expected by the end of March 2023, following which the Company expects to make a second Return of Capital in April 2023 through a B Share Issue which is expected to be for 51 pence per Ordinary Share amounting to approximately £14.9 million. Once the Company's remaining property at 300 Pavilion Drive, Northampton has been sold, a final return of capital will be made to shareholders. Further announcements will be made, as appropriate.

Executive Remuneration

The announcement dated 14 February 2022 detailed the revised remuneration arrangements for the executive directors, John Arnold and Edward Olins (the "Executives"). On 16 March 2023, the Executives' remuneration arrangements were amended so that (i) the exchange of Concorde Park would count towards the Collective Sales Figure (as defined in the announcement dated 14 February 2022) and (ii) the clawback provision on any remaining properties has been replaced with the condition that the incentive payment will only be calculated once all properties have been sold and that the total proceeds received, from all properties, will be included in the calculation. The Remuneration Committee deemed that the clawback provision was overly punitive in an under value scenario. The Incentive Payment was subject to a maximum overall cap of £2.5 million per Executive depending on how quickly, and for what quantum, the Company's assets were sold. It is now expected that the Incentive Payment per Executive will be approximately £620,000.

Enquiries:

Circle Property Plc	[phone]
John Arnold, CEO Edward Olins, COO
Cenkos Securities plc	[phone]
Katy Birkin George Lawson Radnor Capital Joshua Cryer Iain Daly	[phone]
Camarco	[phone]
Ginny Pulbrook Toby Strong

 

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