TIDMDSN
RNS Number : 1793D
Densitron Technologies PLC
18 March 2011
Densitron Technologies plc ("Densitron" or the "Company")
Proposed Return of Cash
1. Introduction
Further to the announcements made by the Board on 23 November
2010 and 25 February 2011, the Board announces that it has today
sent to Shareholders the Circular, Notice of General Meeting and
Form of Proxy relating to the proposed return of approximately
GBP3.5 million of cash in aggregate to Shareholders, representing 5
pence per Ordinary Share, pursuant to the Proposals. Terms used in
this announcement have the meaning set out in Appendix 1 below.
2. Summary of the Proposals
The implementation of the Proposals involves the following
steps, all of which are subject to the approval of Shareholders at
the General Meeting:
-- Subject to the confirmation of the Court, the Company will
reduce the nominal value of each Ordinary Share from 5 pence to 1
penny. Shareholders will receive the proceeds of the Reduction of
Capital by way of repayment of capital, being, in respect of every
Ordinary Share held at the Record Time, the sum of 4 pence in
cash.
-- Subject to the Reduction of Capital becoming effective,
Shareholders will also receive at the same time as the Return of
Capital, in respect of every Ordinary Share held at the Record
Time, the sum of 1 penny in cash pursuant to the Special
Dividend.
-- The Court will require to be satisfied that the interests of
the Company's creditors will not be prejudiced as a result of the
Reduction of Capital. The Company will put into place such form of
creditor protection (if any) as the Court may require.
Full details of the Proposals are set out in the Circular.
3. Background to the Proposals
Following the receipt of approximately GBP3.4 million in cash
from the disposal of the Group's stake in Evervision, as announced
on 4 October 2010, and further to a strategic review completed in
November 2010, the Board has concluded that the Group can achieve
its growth targets from the cash being generated from operations
and accordingly the proceeds from the disposal of Evervision should
be returned to Shareholders.
The Board believes that the implementation of the Proposals is
the most suitable method of returning cash reserves to
Shareholders. Shareholders will retain their proportionate equity
interests in the Company following completion of the Proposals.
4. The Return of Capital
The proposed Return of Capital has been structured so that
Shareholders will receive their return in the form of a capital
repayment following a Court approved reduction of capital of the
Ordinary Shares. Under the Reduction of Capital, subject to the
approval of Shareholders at the General Meeting and the
confirmation of the Court, the Company will reduce the nominal
value of each Ordinary Share from 5 pence to 1 penny. The Return of
Capital will involve the repayment to Shareholders of 4 pence per
issued Ordinary Share.
The Reduction of Capital will take effect only if confirmed by
the Court and upon the Court Order being lodged with and registered
by the Registrar of Companies, which is expected to take place on
12 May 2011.
It is expected that cheques in respect of the Return of Capital
will be despatched on or around 26 May 2011 to Shareholders who
hold their Ordinary Shares in certificated form and the CREST
accounts of Shareholders who hold their Ordinary Shares through
CREST will be credited on the same day.
Further information on the Return of Capital is set out in
paragraphs 1 and 2 of Part 3 of the Circular.
5. The Special Dividend
If the Reduction of Capital becomes effective, a Special
Dividend of 1 penny in cash will be paid in respect of each
Ordinary Share held at the Record Time.
It is expected that cheques in respect of the Special Dividend
will be despatched on or around 26 May 2011 to Shareholders who
hold their Existing Ordinary Shares in certificated form and the
CREST accounts of Shareholders who hold their Existing Ordinary
Shares through CREST will be credited on the same day.
Further information on the Special Dividend is set out in
paragraph 3 of Part 3 of the Circular.
6. General Meeting
Implementation of the Proposals requires the approval of
Shareholders. Accordingly, a General Meeting will be held at the
offices of K&L Gates LLP, 110 Cannon Street, London EC4N 6AR at
12.30 p.m. on 12 April 2011.
7. Expected Timetable of Principal Events
Latest time and date for receipt of Forms 12.30 p.m. on 10 April
of Proxy 2011
General Meeting 12.30 p.m. on 12 April
2011
Record Time for determining entitlements 5.00 p.m. on 11 May
to the Return of Capital and the Special 2011
Dividend
Expected date of Court Hearing to confirm 11 May 2011
the Reduction of Capital
Expected effective date for the Reduction 12 May 2011
of Capital
Credit CREST accounts with or despatch On or around 26 May
cheques in respect of the Return of Capital 2011
and the Special Dividend
Notes:
(1) References to times and dates in this document are to London
times and dates.
(2) If any of the above times or dates should change, the
revised times and/or dates will be notified to Shareholders by an
announcement on a Regulatory Information Service.
(3) All events in the above timetable following the holding of
the General Meeting are conditional upon: (i) the passing of the
Resolution; (ii) approval of the Reduction of Capital and the
Return of Capital by the Court; and (iii) registration of the Court
Order confirming the Reduction of Capital and the Return of Capital
with the Registrar of Companies.
8. The Circular
The Circular will be posted to Shareholders today and will be
available later today on the Company's website,
http://www.densitron.com.
Enquiries
Densitron
Grahame Falconer or Tim Pearson
Tel: 0207 648 4200
Westhouse Securities Limited
Tom Price or Martin Davison
Tel: 0207 601 6100
Appendix 1
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Board" or "Directors" means the directors of the Company;
"Circular" means the circular to be sent to Shareholders in
connection with the General Meeting;
"Court" means the High Court of Justice in England and
Wales;
"Court Hearing" means the effective hearing of the Company's
petition seeking the Court's confirmation of the Reduction of
Capital, expected to be held on 11 May 2011;
"Court Order" means the order of the Court confirming the
Reduction of Capital;
"CREST" means the relevant system (as defined in the
Uncertificated Securities Regulations 2001) in respect of which
Euroclear is the Operator (as defined in such regulations);
"Densitron" or the "Company" means Densitron Technologies plc, a
public limited company incorporated in England and Wales with
registered number 1962726;
"Evervision" means Evervision Electronics Co Ltd;
"Form of Proxy" means the form of proxy enclosed with the
Circular for use by Shareholders in connection with the General
Meeting;
"General Meeting" means the General Meeting of the Company (or
any adjournment thereof) to be held at the offices of K&L Gates
LLP, 110 Cannon Street, London EC4N 6AR at 12.30 p.m. on 12 April
2011;
"Group" means the Company and its subsidiaries and subsidiary
undertakings;
"Ordinary Shares" means the ordinary shares of 5 pence each in
the capital of the Company or, as the case may be, issued ordinary
shares of 1 penny each resulting from the Reduction of Capital;
"Proposals" means the Reduction of Capital, the Return of
Capital and the Special Dividend;
"Record Time" means 5.00 p.m. on 11 May 2011 (or such other date
as the Directors may determine);
"Reduction of Capital" means the proposed reduction of capital
of the Company pursuant to section 641 of the Companies Act 2006 as
set out in the Circular;
"Registrar" means Capita Registrars, (a trading name of Capita
IRG Plc);
"Resolution" means the resolution set out in the notice of the
General Meeting contained in Part 6 of the Circular;
"Return of Capital" means the proposed repayment of 4 pence per
Existing Ordinary Share following the Reduction of Capital;
"Shareholders" means holders of Existing Ordinary Shares;
and
"Special Dividend" means a special interim dividend payable to
Shareholders of 1 penny in cash per Ordinary Share.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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