NCC Group PLC Publication of Circular & Notice of GM (1967P)
29 August 2017 - 9:26PM
UK Regulatory
TIDMNCC
RNS Number : 1967P
NCC Group PLC
29 August 2017
NCC Group plc
("NCC" or "Company")
Related Party Transactions, Publication of Circular and Notice
of Extraordinary General Meeting
As stated in the Company's preliminary results announcement on
18 July 2017, the Board of NCC has become aware of certain
administrative non-compliance issues with respect to distributable
reserves and the payment of certain historical dividends between
2010 and 2017 (the "Relevant Dividends"), which have regrettably
resulted in an infringement of the Companies Act 2006 ("Companies
Act").
At all relevant times the NCC Group had adequate reserves in
subsidiary companies to allow the payment of the Relevant
Dividends, however these amounts were not distributed up to NCC
Group plc, the parent company of the NCC Group, in advance of the
declaration and payment of the Relevant Dividends. Unfortunately,
this administrative oversight resulted in the Relevant Dividends
being paid otherwise than in accordance with the Companies Act.
These issues only affected the Relevant Dividends and did not
affect any other dividends declared and paid by the Company. The
total aggregate amount of the Relevant Dividends was
GBP18,372,735.87.
The issue is of a historical nature and there is no change to
the financial outlook of the Company as a consequence of this
technical matter. It also has no impact on the Company's intentions
or ability to continue paying future dividends. No fines or other
penalties have been incurred by the Company.
The Company has today published and will post to shareholders an
explanatory circular convening an extraordinary general meeting for
Thursday 21 September 2017 (the "Circular"), at which a special
resolution ("Resolution") will be proposed which will, if passed,
put all potentially affected parties in the position which they
were intended to be in had the Relevant Dividends been declared and
paid in accordance with the full requirements of the Companies Act.
Further details of the Relevant Dividends are contained in the
Circular.
The steps being proposed are in line with those taken by other
UK incorporated listed companies that have encountered similar
issues in the past and will involve the Company entering into deeds
of release in respect of the directors of the Company at the time
the Relevant Dividends were declared and paid (being the "Former
Directors" and "Related Party Directors" as defined in the Circular
(together the "Relevant Directors")) (the "Directors' Deed of
Release") and in respect of the past and present shareholders who
appeared on the register of members on the record date for any of
the Relevant Dividends (the "Shareholders' Deed of Release"). The
consequence of the entry into of the Directors' Deed of Release and
the Shareholders' Deed of Release by the Company, is that the
Company will be unable to make any claims against past or present
shareholders of the Company who were recipients of the Relevant
Dividends ("Recipient Shareholders") and/or any of the Relevant
Directors.
Certain of the Relevant Directors are also classed as a related
party for the purposes of the Listing Rules, as they are either
current directors of the Company or have been a director of the
Company in the 12 months prior to the date of the Circular and were
involved in the decision to declare or pay all or certain of the
Relevant Dividends (being the "Related Party Directors" as defined
in the Circular). In accordance with the Listing Rules, due to the
aggregate value of the Relevant Dividends (being GBP18,372,735.87),
the entry by the Company into the Directors' Deed of Release and
consequential waiver of any rights of the Company to make claims
against the Related Party Directors, constitutes a related party
transaction.
In addition, the proposed waiver of claims against one of the
Recipient Shareholders, the Related Party Shareholder (as defined
in the Circular), constitutes a smaller related party transaction
for the purposes of LR 11.1.10 of the Listing Rules.
The Circular contains further details regarding the consequences
of the Relevant Dividends having been made otherwise than in
accordance with the Companies Act and the reasons why the Board of
NCC is proposing the Resolution. The Circular also contains a
notice convening an extraordinary general meeting to be held at the
offices of DLA Piper UK LLP, 1 London Wall, London, EC2Y 5EA,
United Kingdom at 9.15 am (or as soon thereafter as the Annual
General Meeting of the Company, to be held on the same date as the
extraordinary general meeting, is concluded or adjourned) on 21
September 2017.
Terms used in this announcement shall have the meaning given to
them in the Circular.
The Circular will be available to view on the Company's website
(www.nccgroup.trust/uk/about-us/investor-relations) and at the
offices of NCC Group plc at XYZ Building, 2 Hardman Boulevard,
Spinningfields, M3 3AQ, United Kingdom and at the offices of DLA
Piper UK LLP at 1 London Wall, London, EC2Y 5EA, United Kingdom. A
copy of the Circular and the accompanying Form of Proxy have been
submitted to the National Storage Mechanism and will shortly be
available for inspection at www.morningstar.co.uk/uk/nsm.
Enquiries:
NCC Group plc
Chris Stone, Executive Chairman
Brian Tenner, Interim CEO
Jenna Hincks, Acting Company
Secretary 0161 209 5200
Peel Hunt LLP (Sponsor and
Corporate Broker)
Charlie Batten
Dan Webster
George Sellar 020 7418 8900
This information is provided by RNS
The company news service from the London Stock Exchange
END
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