TIDMPDC
RNS Number : 1666G
Printing.com plc
26 June 2012
PRINTING.COM PLC
26 June 2012
Notice of AGM, Capital Reduction and Posting of Annual Report
and Accounts
Printing.com plc (AIM: PDC), (the "Company") announces that it
has today posted a circular (the "Circular") to shareholders
containing details of a proposed Capital Reduction to create
positive distributable reserves in the Company by the cancellation
of the share premium account. The proposals are conditional on the
passing of the special resolution set out in the Notice of Annual
General Meeting ("AGM"), and subsequent Court approval.
In addition the Company announces that it has today posted its
Annual Report and Accounts for the year ended 31 March 2012,
together with Notice of the AGM, to shareholders. The AGM is to be
held at The Hub, Third Avenue, The Village, Trafford Park,
Manchester M17 1FG on 20 July 2012 at 10.00 am.
The Annual Report and Accounts along with the Circular and
Notice of AGM are available on the Company's website
www.printing.com.
The following text is taken from the Chairman's letter, as
extracted from the Circular:
Proposals in relation to the Capital Reduction
In addition to the ordinary business to be conducted at the AGM
it is proposed to put a special resolution to the members to effect
the Capital Reduction described in this document.
Background
As was announced on 6 June 2012, the Directors have been
considering a capital reduction to increase the distributable
reserves of the Company in order to allow greater flexibility
regarding distributions to shareholders going forward. Following
consideration by the Directors, the Board now wishes to take the
opportunity to simplify the reserves in the balance sheet of the
Company and, at the same time, take the opportunity to bolster the
profit and loss account reserves of the Company to achieve this
objective. The proposals envisage the creation of distributable
reserves for the Company by the cancellation of the share premium
account. As a result of this capital reduction, future cash
generated by the Company after the date that the Capital Reduction
is filed at Companies House would then be available for the
Directors to use for the purposes of paying future dividends, if
appropriate.
Capital Reduction
The share premium arises on the issue by the Company of shares
at a premium to their nominal value. The premium is credited to the
share premium account of the Company. The share premium account is
treated by statute as undistributable capital reserves except to
the extent that its reduction or cancellation is first approved by
shareholders by special resolution, and subsequently confirmed by
order of the High Court on the application to the Court by the
Company. Once reduced, the share premium account creates a reserve
which is treated as a realised profit that may then be distributed
to Shareholders. As at 31 March 2012 the Company had GBP4,079,000
standing to the credit of its share premium account.
The proposals require the approval of Shareholders and, under
the Companies Act, the subsequent confirmation of the Court. The
Company will not be in a position to complete the proposals until
confirmation from the Court has been obtained and the Court's order
has been registered at Companies House. If the Resolution is passed
by Shareholders, it is proposed to commence the proceedings to
obtain the confirmation of the Court as soon as possible. It is
anticipated that the final hearing at which the Court will confirm
the Proposals will take place on or around 8 August 2012. In
seeking this confirmation, the Company may be required to give such
undertakings or other form of creditor protection as the Court may
require for the protection of the Company's creditors at the
Effective Date. These may include seeking the consent of the
creditors to the cancellation of the share premium account or the
provision by the Company to the Court of an undertaking to deposit
a sum of money into a blocked account created for the purpose of
discharging creditors of the Company. The Directors intend to seek
the consent of the Company's main creditors, being other members of
the Group and the Company's bankers. The Board is confident that
these consents will be obtained. In order for the share premium
account cancellation then to become effective, the Court order
confirming the cancellation must be filed with Companies House,
usually 2-3 days after the date of the hearing.
Following the implementation of the proposals, there will be no
change in the number of Ordinary Shares in issue.
The Capital Reduction itself will not involve any distribution
or repayment of capital or share premium by the Company and will
not reduce the underlying net assets of the Company. Its principal
effect will be to create distributable reserves to facilitate any
future return of value to Shareholders.
Annual General Meeting
To implement the proposals, the approval of Shareholders is
required and, accordingly, there is set out at the end of the
Circular a notice convening the Annual General Meeting of the
Company to be held at The Hub, Third Avenue, Trafford Park,
Manchester M17 1FG at 10.00 a.m. on 20 July 2012. In addition to
the ordinary business to be conducted at the Annual General Meeting
the Resolution, which is a special resolution, will be proposed to
cancel the amount of GBP4,079,000 standing to the credit of the
share premium account.
Expected Timetable of Principal Events
Latest time and date for receipt of Form of Proxy 10.00 am on 18
July 2012
Annual General Meeting 10.00 am on 20 July 2012
Court Hearing to confirm Capital Reduction* 8 August 2012
Expected effective date for Capital Reduction* 11 August
2012
* These dates are dependent on, amongst other things, the date
upon which the Court confirms the Capital Reduction. The Court
hearing dates may be subject to postponement by the Court.
Recommendation
The Board considers that the Capital Reduction will promote the
success of the Company for the Shareholders as a whole.
Accordingly the Board unanimously recommends Shareholders to
vote in favour of the Resolution, as they intend to do in respect
of their own shareholdings.
Defined terms used in this announcement are set out below.
For further information:
Printing.com plc
Tony Rafferty (Chief Executive) 07966 517 336
Alan Roberts (Finance Director) 0161 848 5713
N+1 Brewin
Robert Beenstock 020 3201 3710
Richard Lindley 0113 241 0126
Cubitt Consulting
Chris Lane 020 7367 5100
Definitions
"AGM" or "Annual General the Annual General Meeting of the Company
Meeting" to be held on 20 July 2012
"Capital Reduction" the proposed cancellation by the Company of
or "Proposals" its share premium account as described in
this document
"Companies Act" the Companies Act 2006
"Company" or "Printing.com" Printing.com plc
"Directors" or "Board" the Directors of the Company
"Effective Date" the date on which the proposed Resolution
becomes effective, expected to be on or around
11 August 2012
"Ordinary Shares" ordinary shares of 1 pence in the capital
of the Company
"Resolution" the resolution approving the Capital Reduction
to be put to Shareholders at the AGM
"Shareholders" holders of Ordinary Shares
This information is provided by RNS
The company news service from the London Stock Exchange
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