TIDMALU
RNS Number : 2072I
Alumasc Group PLC
31 March 2020
For immediate release
31 March 2020
The Alumasc Group plc
("Alumasc" or the "Company")
Proposed Capital Reorganisation
Notice of General Meeting
The Board of Alumasc (the "Board") announces that the Company
will later today post a circular (the "Circular") to shareholders
of Alumasc ("Shareholders") detailing a proposed reorganisation of
the capital of the Company (the "Capital Reorganisation") and
convening a general meeting of the Company (the "General Meeting"),
the purpose of which is to enable Shareholders to approve the
Capital Reorganisation.
As part of its long-term financial planning, the Company is
proposing to re-organise its balance sheet reserves so as to
convert certain non-distributable reserves to distributable
reserves.
The proposed re-organisation is part of the Board's longer-term
planning, designed to provide flexibility in the future and is
consistent with the Company's initial response to the Covid-19
pandemic, announced on 27 March 2020. In the short-term, as
announced, our priorities have been to safeguard the welfare of our
workforce, customers, suppliers and to conserve cash. In this light
the Board also took the decision to cancel the interim dividend of
2.95p per share as announced on 4 February 2020, due to be paid on
7 April 2020. In the same announcement the Board declared its
intention to resume its dividend policy, as soon as forward
visibility permits. The measures outlined in the Circular will
provide the Company with the necessary distributable reserves for
use when a degree of normality returns to our markets.
Approval of the resolutions to be proposed at the General
Meeting (the "Resolutions") will not result in any change to the
nominal value of the Company's ordinary shares ("Ordinary Shares")
or issued share capital or on voting rights, will have no impact on
the Company's cash position or on its net assets and will not
itself involve any distribution or repayment of capital or share
premium by the Company.
The General Meeting will be held at 9.30 a.m. on 23 April 2020
at the Company's offices at Station Road, Burton Latimer,
Northamptonshire, NN15 5JP, United Kingdom.
In the lead up to the General Meeting, we are closely monitoring
the impact of the Covid-19 virus in the United Kingdom.
Shareholders are strongly discouraged from attending and should
not attend given the Stay at Home Measures currently in force to
limit the spread of Covid-19.
Shareholders are therefore encouraged to submit a Form of Proxy
and a dial-in facility will be made available to listen in. Details
on how to access the dial-in facility will be published on the
Investors section of the Company's website ( www.alumasc.co.uk ) on
the morning of the General Meeting. However, please note that, in
accordance with the Company's articles of association, any
Shareholder who dials into the meeting will not technically form
part of the meeting or count towards the quorum. We can accept
questions via the Investors section of our website in advance of
the meeting and where possible, we will answer these during the
meeting. Answers will be provided on the call and on our
website.
A copy of the Circular will shortly be available for the
purposes of AIM Rule 26 on the Company's website at
https://www.alumasc.co.uk/investors/aim/.
The Capital Reorganisation
The Company currently has approximately GBP12.9 million of
accounting reserves on its balance sheet, held in two reserves (a
merger reserve and a revaluation reserve), both of which were
created some time ago and both of which are non-distributable as a
matter of law - that is to say, the Directors cannot currently seek
to use these amounts to fund dividends or other distributions to
Shareholders.
The proposals set out in the Circular will enable the Board to
utilise the merger reserve and revaluation reserve to create
additional realised profits, which could be used for the purposes
of dividends or other distributions in the future. This can be
achieved by capitalising the amounts standing to the credit of such
reserves and thereafter cancelling the resulting shares, with the
consent of the Court.
To carry-out the re-organisation of its balance sheet reserves,
it is proposed to:
(a) capitalise the sum of GBP10,606,197 standing to the credit
of the Company's merger reserve by way of the issue of B ordinary
shares in the capital of the Company;
(b) capitalise the sum of GBP2,265,730 standing to the credit of
the Company's revaluation reserve by way of the issue of C ordinary
shares in the capital of the Company; and
(c) cancel the newly created B ordinary shares and C ordinary shares (the "Capital Reduction").
In addition to the approval by Shareholders, the Capital
Reduction requires the approval of the Court. Accordingly,
following the General Meeting, an application will be made to the
Court in order to confirm the Capital Reduction.
Directors' Recommendation
The Board believes the Resolutions are in the best interests of
the Company and its Shareholders as a whole. Accordingly, the Board
unanimously recommends that Shareholders vote in favour of the
Resolutions, as those Directors who hold Ordinary Shares intend to
do in respect of their own beneficial holdings, amounting to 14.68
per cent. of the issued Ordinary Shares.
Expected timetable
Publication and posting of the Circular 31 March 2020
and the Form of Proxy
Latest time and date for receipt of Form 9.30 a.m. on 21 April
of Proxy, CREST proxy instructions and 2020
registration of online votes from Shareholders
for the General Meeting
Record date for voting at the General 6.30 p.m. on 21 April
Meeting 2020
General Meeting 9.30 a.m. on 23 April
2020
Expected date of initial Directions Hearing 19 May 2020
of the Court
Expected date of Court Hearing to confirm 9 June 2020
the Capital Reduction
Expected effective date for the Capital 10 June 2020
Reduction
Notes
1. The expected dates for the confirmation of the Capital
Reduction by the Court and the Capital Reduction becoming effective
are based on provisional dates that have been obtained for the
required Court hearings of the Company's application. These
provisional hearing dates are subject to change and dependent on
the Court's timetable.
2. The timetable assumes that there is no adjournment of the
General Meeting. If there is an adjournment, all subsequent dates
are likely to be later than those shown.
3. References in this announcement are to London times unless otherwise stated.
Enquiries:
The Alumasc Group plc
Paul Hooper (Chief Executive)
Helen Ashton (Group Company
Secretary) +44 (0)1536 383 844
finnCap Ltd (Nomad)
Julian Blunt/Anthony Adams/Edward
Whiley +44 (0)20 7220 0500
Peel Hunt (Broker)
Mike Bell +44 (0)207 7418 8831
Camarco: 020 3757 4992
Ginny Pulbrook 020 3757 4991
Tom Huddart Email: alumasc@camarco.co.uk
Notes to Editors:
Alumasc is a UK-based supplier of premium building products,
systems and solutions. Almost 80% of group sales are driven by
building regulations and specifications (architects and structural
engineers) because of the performance characteristics offered.
The Group has three business segments with strong positions and
brands in their individual markets. The three segments are:
Building Envelope; Water Management; and Housebuilding
Products.
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END
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