Palace Capital, the London-listed property investment company, has announced that it will hold a shareholder vote on 29 June to approve a waiver from Rule 9 of the Takeover Code. The rule typically requires a mandatory offer for all shares when an investor’s stake crosses the 30% threshold.
The company, which focuses on regional UK commercial property, said the waiver is being sought in connection with a potential transaction. If approved, it would allow a buyer to accumulate shares beyond 30% without being forced to make a general offer to all shareholders.
Such waivers are not uncommon in takeover situations but require approval from independent shareholders. The move comes as Palace Capital continues to navigate a challenging commercial property market, where rising interest rates and shifting tenant demand have weighed on valuations.
Analysts note that the waiver could facilitate a smoother takeover process, but also raises questions about protections for minority investors. Without a mandatory offer, smaller shareholders may not receive the same premium as those selling into a controlling stake.
Palace Capital’s shares have been under pressure in recent months, reflecting broader weakness in the UK property sector. The FTSE Small Cap index, where the company is listed, has seen subdued activity as investors remain cautious about commercial real estate exposure.
The outcome of the vote will be closely watched by property sector investors and governance experts alike. If passed, it could set a precedent for similar waiver requests in the current market environment.
Source: Palace Capital regulatory announcement