TIDMAMO
RNS Number : 8219V
Amino Technologies PLC
11 August 2020
AMINO TECHNOLOGIES PLC
("Amino", the "Company" or the "Group")
Publication of Circular and Notice of General Meeting
Amino Technologies plc (LSE: AMO), the global provider of media
and entertainment technology solutions to network operators,
announces that it is today publishing, and will post to
shareholders, an explanatory circular (the "Circular") convening a
general meeting to be held on 4 September 2020 (the "General
Meeting").
All capitalised terms in this announcement are as defined in the
Circular.
Proposed New Articles of Association
In the course of determining how best to hold this year's AGM it
became evident that the Company's existing articles of association
(the "Existing Articles") did not provide for arrangements to be
made in order to allow Shareholders to participate in, and count
towards the quorum of, a general meeting involving satellite
locations or attendance by electronic means. While it is to be
hoped that circumstances requiring such arrangements to the
exclusion of physical attendance will not arise again in the
future, having the flexibility to deal with them if they do arise
is regarded by the Board as important. In addition, the Board
believes that being able to offer the facility of remote and/or
electronic participation to Shareholders is likely, as technology
evolves and related market practice in holding shareholder meetings
develops, to be increasingly welcomed by Shareholders.
The Board has therefore decided to seek Shareholders' consent to
make these changes and to take the opportunity to update a number
of other aspects of the Existing Articles that have become outdated
with the passage of time since they were adopted in 2010.
The Company is proposing a resolution at the General Meeting to
adopt new articles of association (the "New Articles") in place of
the Existing Articles. The principal differences between the
Existing Articles and the New Articles are summarised in section A
of Part 2 (Business of the General Meeting) of the Circular.
Dividend Rectification
Since the Company's Annual General Meeting on 16 April 2020, the
Board has become aware of an irregularity concerning technical
compliance with the 2006 Act in respect of the final dividend of
GBP4.11m paid to shareholders on 26 April 2019 (the "Final
Dividend") and the interim dividend of GBP1.55m paid to
shareholders on 2 September 2019 (the "Interim Dividend") (the
Final Dividend and the Interim Dividend together referred to as the
"Dividends" and each, a "Dividend").
Under the Companies Act 2006, as amended ("2006 Act") a public
limited company may pay a dividend only out of its distributable
profits as shown in the last accounts filed with the Registrar of
Companies. In addition to having sufficient distributable profits,
the 2006 Act provides that a public limited company may only pay a
dividend:
i. if at the time the dividend is paid the amount of its net
assets is not less than the aggregate of its called-up share
capital and undistributable reserves; and
ii. if, and to the extent that, the dividend does not reduce the
amount of those net assets to less than the aggregate amount of its
called-up share capital and undistributable reserves.
Where a company's annual accounts show insufficient
distributable profits to make a distribution, a company may make a
distribution by reference to interim accounts (as defined in the
2006 Act) if those interim accounts are filed with the Registrar of
Companies prior to the payment of the relevant dividend.
Regrettably, as a result of an administrative oversight, the
funding of the Dividends from a subsidiary company (which had
distributable reserves of in total GBP4,016,632 as at the year
ended 30 November 2018) were not recorded as distributions from
that subsidiary to the Company as they should have been, but as
intra-group loans. As a consequence, while the members of the Group
as a whole had available distributable reserves greater than the
Dividends, the requisite distributable reserves were not available
within the Company itself prior to the payment of the Dividends.
Furthermore, as the Company's then last annual accounts (being
those for the period ended 30 November 2018) did not show the
necessary distributable reserves or net assets, interim accounts
should have been prepared and filed with the Registrar of Companies
prior to the payment of each Dividend. Following the discovery of
the irregularity, the Company has now received distributions of
GBP13,864,287.62 in aggregate and therefore, as at the date to
which the Interim Accounts were prepared (31 May 2020), the Company
had distributable reserves of GBP13,386,353 net of the
Dividends.
The Company has been advised that, as a consequence of the
Dividends having been paid otherwise than in accordance with the
2006 Act, the Dividends are technically unlawful and that the
Company may have claims against past and present shareholders who
were recipients of each Dividend and against the directors of the
Company in office at the time of the payment of each Dividend.
The Board notes, however, that the Company has no intention of
bringing any such claims and that the Group's historic reported
trading results and financial condition and ability to pay future
dividends are entirely unaffected by this matter.
In order to put all potentially affected parties so far as
possible in the position in which they were always intended to be
had the Dividends been made in accordance with the 2006 Act, the
Company is proposing a resolution at the General Meeting
authorising a number of rectifying actions (the "Dividend
Resolution"). Full details of the rectifying actions are set out in
section B of Part 2 (Business of the General Meeting) of the
Circular.
The approach that the Company is proposing in relation to the
Dividends is consistent with the approach taken by other UK
incorporated AIM quoted and listed companies who have made
distributions otherwise than in technical compliance with the 2006
Act.
Non-Executive Directors' fees cap
The Existing Articles provide that the fees payable to the
non-executive directors of the Company may not exceed an annual
amount of GBP150,000 in aggregate. The articles of association of
the Company in force before 2010 (when the Existing Articles were
adopted) contained the same limit. In the course of reviewing the
Existing Articles for the purpose of considering their replacement,
it has come to the Board's attention that the Company, in each of
its financial years from and including 30 November 2012, and in its
financial year ended 30 November 2008, paid fees to its
non-executive Directors that, in aggregate, exceeded GBP150,000
(together, the "Relevant Non-executive Fees"). All such payments
were made in accordance with the relevant non-executive Directors'
letters of appointment, were disclosed to Shareholders in the
Company's annual reports and were subsequently approved by
Shareholders each year as part of the vote on the Company's
remuneration report at the following annual general meeting.
Nonetheless, the Company has been advised that, as a consequence
of the Relevant Non-executive Fees having exceeded the cap in the
Relevant Articles, such payments were in breach of the Relevant
Articles and therefore the Company may have claims against past and
present non-executive Directors who were recipients of these
payments and against the directors of the Company in office at the
time such payments were agreed to be made and/or were made.
The Board notes, however, that the Company has no intention of
bringing any such claims and that the Group's historic reported
trading results and financial condition are entirely unaffected by
this matter.
In order to put all potentially affected parties so far as
possible in the position in which they were always intended to be
had the Relevant Non-executive Fees been compliant with the
Relevant Articles, or been otherwise approved in advance by
Shareholders, the Company is proposing a resolution at the General
Meeting authorising a number of rectifying actions (the "NED Fees
Resolution"). Full details of the proposed rectifying actions are
set out in section C of Part 2 (Business of the General Meeting) of
the Circular.
The Board believes that it is necessary to increase the cap from
GBP150,000 to an annual amount of GBP300,000 in aggregate. This
would allow the Company some headroom in relation to any further
appointments of non-executive directors, whether to fill vacancies
or to appoint additional non-executive directors, and to ensure
that the fees payable to non-executive directors reflect the
workload expected of them in the future. The level of fees paid to
the non-executive directors will continue to be monitored by the
Board to ensure they remain in line with market practice. The New
Articles proposed for adoption pursuant to the New Articles
Resolution contain a cap of an annual amount of GBP300,000 in
aggregate.
Related Party Transactions
Dividend Resolution
The Company entering into the Shareholders' Deed of Release and
consequential waiver of any rights of the Company to make claims
against the past and present Shareholders who were recipients of
each Dividend in respect of each Dividend constitute related party
transactions pursuant to Rule 13 of the AIM Rules, in respect
of:
i. Premier Miton Asset Management Limited and Kestrel Partners
LLP who each own Shares totalling 10 per cent. or more of the total
votes able to be cast at a general meeting of the Company; and
ii. M&G Investment Management who owned Shares totalling 10
per cent. or more at the time the Final Dividend was paid by the
Company.
In addition, the Company entering into the Directors' Dividend
Deed of Release and consequential waiver of any rights of the
Company to make claims against each of the Directors (other than
the Independent Director) and against each of the Retired 2019
Directors in respect of the Dividends, constitute related party
transactions pursuant to Rule 13 of the AIM Rules as each of the
Directors (other than the Independent Director) and each of the
Retired 2019 Directors is a related party for the purposes of the
AIM Rules.
Joachim Bergman, Co-CEO of 24i, who joined the Board after the
payment of the Dividends, is the sole Independent Director. Having
consulted with finnCap in its capacity as nominated adviser to the
Company for the purposes of the AIM Rules, the Independent Director
considers that the Dividend Resolution and the Company entering
into the Shareholders' Deed of Release and the Directors' Dividend
Deed of Release, are fair and reasonable insofar as Shareholders
are concerned.
The Independent Director considers that the Dividend Resolution
and the Company entering into the Shareholders' Deed of Release and
the Directors' Dividend Deed of Release are in the best interests
of the Company and Shareholders as a whole. Accordingly, the
Independent Director recommends that Shareholders vote in favour of
the Dividend Resolution.
NED Fees Resolution
The Company entering into the Directors' NED Fee Deed of Release
and consequential waiver of any rights of the Company to make
claims against the current Directors, Former Directors and Relevant
NEDs in respect of the Relevant NED Fees, constitute related party
transactions pursuant to Rule 13 of the AIM Rules as each of the
current Directors and those of the Former Directors who have held
office within the last 12 months are related parties for the
purposes of the AIM Rules.
In lieu of any independent directors' recommendation in relation
to the NED Fees Resolution, in order to provide a statement as to
what is fair and reasonable, and specifically due to all the
Directors being interested in the NED fees Resolution, finnCap in
its capacity as nominated adviser to the Company for the purposes
of the AIM Rules considers that the NED Fees Resolution and
specifically the Company entering into the Directors' NED Fee Deed
of Release is fair and reasonable insofar as Shareholders are
concerned.
General Meeting
Enclosed within the Circular is a notice of the General Meeting
to be held at 9.00 a.m. on 4 September 2020 at the offices of Bryan
Cave Leighton Paisner LLP, Governor's House, 5 Laurence Pountney
Hill, London EC4R 0BR.
The attention of Shareholders is drawn to the fact that, in view
of current guidance relating to the conduct of general meetings
issued in response to the COVID-19 pandemic and to ensure the
safety of our personnel and Shareholders, the General Meeting will
be run as a closed meeting. Only a small number of Directors and
employee shareholders will be permitted to attend the General
Meeting to satisfy the quorum requirements and to ensure the proper
conduct of the meeting. Therefore, Shareholders should not attend
the meeting in person and will not be admitted if they do seek to
attend. Shareholders are strongly encouraged to appoint the
Chairman of the General Meeting as their proxy. Should these
arrangements change in response to updated UK Government guidance,
the Board will communicate any such changes to Shareholders through
a Regulatory Information Service.
A hard copy of the Circular will be posted to Shareholders. The
Circular will also be available to view on the Company's website
at, https://www.aminotechnologies.com/shareholder-info/agm-details
, and at the registered office of the Company Botanic House, 100
Hills Road, Cambridge CB2 1PH (strictly by prior appointment and
subject to any measures as regards COVID-19 to ensure the safety of
Shareholders) from 28 August 2020 up to the time of the General
Meeting.
For further information please contact:
Amino Technologies PLC +44 (0)1223 598 197
Donald McGarva, Chief Executive Officer
Mark Carlisle, Chief Financial Officer
finnCap Ltd (NOMAD and Broker) +44 (0)20 7220 0500
Matt Goode / Simon Hicks (Corporate Finance)
Tim Redfern / Richard Chambers (ECM)
FTI Consulting LLP (Financial PR) +44 (0)20 3727 1000
Jamie Ricketts / Chris Birt / Gregory Hynes
About Amino Technologies plc
Amino Technologies plc is a new breed of Media Tech business,
focused on enabling operators to meet the challenge of the rapidly
converging worlds of broadcast and next-generation streaming
services. We believe the operators that will succeed will be those
that allow consumers to control how, when and where they "watch TV"
and consume video. The smart operator will enable each consumer to
define what TV means to them.
It is our mission to anticipate the technological and consumer
behavioural trends so that we can keep on creating the solutions
that enable operators and media companies to drive growth in
engagement and profitability while embracing the inevitable
disruption to the video market. The Group meets these challenges
through combining its award-winning IP/cloud platforms and deep
deployment expertise to create solutions that enable our customers
to design and deliver innovative and profitable next-generation
video experiences.
Amino Technologies plc consists of two operating companies
providing transformational media experiences: Amino Communications,
with TV-centric solutions and 24i, focused on streaming and OTT
experiences.
Since foundation, Amino Technologies has been committed to the
power of IP and how it transforms the TV experience. Our commitment
is to harness the most relevant technologies and actionable data to
continually create the very best video platforms and
experiences.
24i and Amino Communications are subsidiaries of Amino
Technologies PLC which is listed on the London Stock Exchange
Alternative Investment Market (AIM: symbol AMO), headquartered in
Cambridge, Amino has offices in New York, Los Angeles, San
Francisco, Amsterdam, Helsinki, Madrid, Porto, Brno and Hong Kong.
For more details, visit https://investor.aminocom.com/
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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