TIDMSYM
RNS Number : 0013U
Symphony Environmental Tech. PLC
19 October 2017
The information communicated within this announcement is deemed
to constitute inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this information is considered to be in the public
domain
19 October 2017
SYMPHONY ENVIRONMENTAL TECHNOLOGIES PLC
("Symphony", the "Company" or "the Group")
Proposed Capital Reduction and
Notice of Extraordinary General Meeting
Symphony Environmental Technologies plc (AIM:SYM) announces that
the Company will later today post a circular to its Shareholders
detailing a proposal to undertake a court approved reduction of
capital ("Capital Reduction"). In addition, the circular also
contains a notice of the Extraordinary General Meeting of the
Company which is to be held at 10 am on the 8(th) November 2017 at
the Company's office at 6 Elstree Gate, Elstree Way, Borehamwood,
Hertfordshire WD6 1JD, the purpose of which is to enable
Shareholders to approve the Capital Reduction.
Below are extracts from the circular which should be read in
conjunction with the full text. Defined terms used in this
announcement have the meaning ascribed to them in the circular.
Background to and reasons for the proposed Capital Reduction
As a result of numerous share issues, the Company has standing
to the credit of its share premium account GBP3,608,041. In
accordance with the Companies Act 2006 and applicable accounting
practices, the share premium account is an undistributable reserve
and, accordingly, the purposes for which the Company can use it are
extremely restricted.
The Company's proposal aims to create distributable reserves for
the Company by cancelling the amount standing to the credit of the
share premium account and transferring it to the Company's profit
and loss account. The distributable reserve will be applied,
subject to any Court Order, in eliminating retained losses on the
Company's balance sheet. Accordingly, the procedure will help to
facilitate the payment of future dividends and strengthen the
balance sheet of the Company.
The proposal is conditional upon the passing of the resolution
set out in the Notice of Extraordinary General Meeting and the
confirmation of the Court.
A copy of the circular and Notice of Extraordinary General
Meeting will shortly be available on the Company's website at
www.symphonyenvironmental.com
There will be no change in the number of Ordinary Shares in
issue (or their nominal value) following the implementation of the
Capital Reduction. The Capital Reduction itself will not involve
any distribution or repayment of capital by the Company and will
not reduce the underlying net assets of the Company. The
distributable reserves arising on the Capital Reduction will,
subject to the discharge of any undertakings required by the Court
support the Company's ability to pay dividends, should
circumstances in the future make it desirable to do so.
Recommendation
The Board considers the Capital Reduction and the Resolution to
be in the best interests of Shareholders and accordingly
unanimously recommends that the Shareholders vote in favour of the
Resolution. Those Directors with beneficial holdings of Ordinary
Shares intend to vote in favour of the Resolution at the
Extraordinary General Meeting in respect of their own beneficial
holdings of Ordinary Shares amounting, in aggregate, to 37,900,959
Ordinary Shares (representing approximately 25.0 per cent. of the
Ordinary Shares in issue at the date of this document).
For further information, contact:
Contacts
Symphony Environmental Technologies
Plc
Michael Laurier, CEO Tel: +44 (0)
20 8207 5900
Ian Bristow, FD
Cantor Fitzgerald Europe
David Foreman / Callum Butterfield Tel: +44 (0)
(Corporate Finance) 20 7894 7000
Alex Pollen (Sales)
NOTES TO EDITORS:
About Symphony Environmental Technologies plc
Symphony has developed and continues to develop, controlled-life
plastic technology which helps tackle the problem of microplastics
by turning ordinary plastic at the end of its service-life into
biodegradable materials. It is then no longer a plastic and can be
bioassimilated in the open environment in the same way as a leaf.
The technology is branded d(2) w(R) and appears as a droplet logo
on many thousands of tonnes of plastic packaging and other plastic
products around the world. In some countries oxo-biodegradable
plastic is mandatory. For a video of d2w(R) plastic degrading see
https://www.youtube.com/watch?v=tQ7ce532BBM
In addition, Symphony has developed a range of additives,
concentrates and master-batches marketed under its d2p(R) brand,
which can be incorporated in a wide variety of plastic and
non-plastic products so as to give them protection against many
different types of bacteria, fungi, algae, moulds, insects and
fire.
Symphony has also developed the d(2) Detector(R), a portable
device which analyses plastics and detects counterfeit products.
This will be very useful to government officials tasked with
enforcing legislation. Symphony's d(2) t tagging and tracer
technology is also available for further security. See
www.d2t.net
Symphony has a diverse and growing customer-base and has
established itself as an international business with 74
distributors around the world. Products made with Symphony's
plastic technologies are now available in nearly 100 countries and
in many different product applications. Symphony is certified to
ISO9001 and ISO14001.
Symphony is a member of The Oxo-biodegradable Plastics
Association (www.biodeg.org) (OPA), the Society for the Chemical
Industry (UK), and the Pacific Basin Environmental Council.
Symphony actively participates in the Committee work of the British
Standards Institute (BSI), the American Standards Organisation
(ASTM), the European Standards Organisation (CEN), and the
International Standards Organisation (ISO).
Further information on the Symphony Group can be found at
www.symphonyenvironmental.com.
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should" "envisage", "estimate", "intend", "may", "plan",
"potentially", "will" or the negative of those, variations or
comparable expressions, including references to assumptions. These
forward looking statements are not based on historical facts but
rather on the Directors' current expectations and assumptions
regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the
amount, nature and sources of funding thereof), competitive
advantages, business prospects and opportunities. Such forward
looking statements re ect the Directors' current beliefs and
assumptions and are based on information currently available to the
Directors.
A number of factors could cause actual results to differ
materially from the results discussed in the forward looking
statements including risks associated with vulnerability to general
economic and business conditions, competition, environmental and
other regulatory changes, actions by governmental authorities, the
availability of capital markets, reliance on key personnel,
uninsured and underinsured losses and other factors, many of which
are beyond the control of the Company. Although any forward looking
statements contained in this announcement are based upon what the
Directors believe to be reasonable assumptions, the Company cannot
assure investors that actual results will be consistent with such
forward looking statements. Accordingly, readers are cautioned not
to place undue reliance on forward looking statements. Subject to
any continuing obligations under applicable law or any relevant AIM
Rule requirements, in providing this information the Company does
not undertake any obligation to publicly update or revise any of
the forward looking statements or to advise of any change in
events, conditions or circumstances on which any such statement is
based.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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