TIDMPOS
RNS Number : 6625S
Plexus Holdings Plc
13 March 2019
Plexus Holdings PLC / Index: AIM / Epic: POS / Sector: Oil
Equipment & Services
This announcement contains inside information
Plexus Holdings PLC ('Plexus' or 'the Company')
Declaration of Interim Dividend,
Proposed Cancellation of Share Premium Account
and Notice of General Meeting
Plexus Holdings PLC, the AIM quoted oil and gas engineering
services business and owner of the proprietary POS-GRIP(R)
friction-grip method of wellhead engineering, is pleased to
announce an interim dividend and a proposed reduction of
capital.
Interim Dividend
The Board considers the payment of dividends as an important
means of returning value to Shareholders. Following the sale of the
Company's jack-up exploration rental wellhead business and related
assets to FMC Technologies Limited ("TFMC") in February 2018, the
Board indicated that it would consider returning some of the cash
arising from the TFMC transaction to Shareholders by way of a
dividend, subject to the financial position and prospects of the
Company. Accordingly, the Board is pleased to declare an interim
dividend in an aggregate amount of GBP1,000,000 (equivalent to
approximately 0.99566 pence per Ordinary Share (excluding the
4,950,495 Existing Ordinary Shares held in treasury)) (the "Interim
Dividend") to all Shareholders showing on the Company's register of
members as at the close of business on 22 March 2019, which is
payable on 8 April 2019, subject to the requirements of the
Act.
The Company's abridged and unaudited interim accounts for the
8-month period to 28 February 2019, which have been prepared only
for the purposes of sections 836 and 838 of the Companies Act 2006
in order to justify payment of the Interim Dividend can be viewed
at the link below and will be available on the Company's website
shortly at www.plexusplc.com.
http://www.rns-pdf.londonstockexchange.com/rns/6625S_1-2019-3-12.pdf
The Company's interim results for the six months to 31 December
2018 will be notified via RNS by 29 March.
Reduction of Capital
The Board intends to undertake a court approved Reduction of
Capital by way of the cancellation of its share premium account in
order to increase its distributable reserves.
The Company's ability to return value to its Shareholders and
pay dividends is restricted by company law and applicable
accounting standards. Under the Act, companies are only permitted
to make distributions to shareholders from distributable reserves.
The purpose of the Reduction of Capital is therefore to increase
the distributable reserves in the Company by cancelling the amount
standing to the credit of the Share Premium Account.
The principal benefit of the Reduction of Capital will be to
increase the Company's flexibility to pay dividends, to facilitate
any prospective buyback of shares (including by way of tender
offer) or to provide flexibility for any other general corporate
purposes should the Company so determine at a future date, subject
always to the financial position and prospects of the Company. The
Reduction of Capital will not affect the voting or dividend rights
of any Shareholder, or the rights of any Shareholder on a return of
capital.
The Reduction of Capital is conditional upon the passing of the
Resolution, as well as Court approval being obtained. Accordingly,
the Company is convening the General Meeting, to be held at the
offices of Fox Williams LLP at 10 Finsbury Square, London EC2A 1AF
on 9 April 2019 at 11.00 a.m., at which the Company will seek
Shareholder approval for the Reduction of Capital.
To convene the General Meeting, a circular containing a notice
of the General Meeting and form of proxy (the "Circular") will be
despatched to Shareholders of the Company. The Circular will set
out further details of the Reduction of Capital, the Resolution and
a recommendation from the Directors of the Company that
Shareholders vote in favour of the proposals.
The Circular and Notice of General Meeting will be available on
the Company's website shortly at www.plexusplc.com.
**S**
For further information please visit www.posgrip.com or
contact:
Ben van Bilderbeek Plexus Holdings PLC Tel: 020 7795 6890
Graham Stevens Plexus Holdings PLC Tel: 020 7795 6890
Derrick Lee Cenkos Securities PLC Tel: 0131 220 9100
Frank Buhagiar St Brides Partners Ltd Tel: 020 7236 1177
Isabel de Salis St Brides Partners Ltd Tel: 020 7236 1177
Proposed Cancellation of Share Premium Account
and
Notice of General Meeting
INTRODUCTION
The Company has today announced that it intends to undertake a
court approved reduction of capital by way of the cancellation of
its share premium account in order to generate additional
distributable reserves.
Accordingly, the Company is convening the General Meeting, to be
held at 11.00 am on 9 April 2019, at which it will seek Shareholder
approval of the Reduction of Capital. The Resolution to be proposed
at the General Meeting is set out in the Notice of General Meeting
at the end of the Circular.
The purpose of the Circular is to:
-- provide you with information about the background to, and the
reasons for, the Reduction of Capital;
-- to explain why the Board considers the Reduction of Capital
to be in the best interests of the Company and its Shareholders as
a whole and, accordingly, why the Directors recommend that you vote
in favour of the Resolution to be proposed at the General Meeting;
and
-- give notice of the General Meeting for Shareholders to vote on the Resolution.
If the Resolution is passed at the General Meeting, subject to
the satisfaction of the other conditions to the Reduction of
Capital, the Reduction of Capital is expected to take effect on or
around 8 May 2019.
REASONS FOR THE REDUCTION OF CAPITAL
Background
The Board considers the payment of dividends as an important
means of returning value to Shareholders. Following the sale of the
Company's jack-up exploration rental wellhead business and related
assets to FMC Technologies Limited ("TFMC") in February 2018, the
Board indicated that it would consider returning some of the cash
arising from the TFMC transaction to Shareholders by way of a
dividend, subject to the financial position and prospects of the
Company. Accordingly, the Board on 12 March 2019 approved and
declared an interim dividend in an aggregate amount of GBP1,000,000
(equivalent to approximately 0.99566 pence per Ordinary Share
(excluding the 4,950,495 Existing Ordinary Shares held in treasury
at the date of the Circular)) (the "Interim Dividend") to all
Shareholders showing on the Company's register of members as at the
close of business on 22 March 2019, which is payable on 8 April
2019, subject to the requirements of the Act.
The Company's balance sheet as at 28 February 2019 showed
distributable reserves of approximately GBP1.5 million. The payment
by the Company of the Interim Dividend will reduce such
distributable reserves by the aggregate amount of the Interim
Dividend.
Company law and applicable accounting standards place technical
restrictions on the ability of the Company to return value to its
Shareholders and pay dividends. Under the Act, companies are only
permitted to make distributions to shareholders from distributable
reserves. The purpose of the Reduction of Capital is therefore to
increase the distributable reserves in the Company by cancelling
the amount standing to the credit of the Share Premium Account.
The principal benefit of the Reduction of Capital will be to
increase the Company's flexibility to pay dividends, to facilitate
any prospective buyback of shares (including by way of tender
offer) or to provide flexibility for any other general corporate
purposes should the Company so determine at a future date, subject
always to the financial position and prospects of the Company.
The proposal is conditional upon the passing of the Resolution
set out in the Notice of General Meeting, as well as Court approval
being obtained, further details of which are set out below. Subject
to the same, the Reduction of Capital is expected to take effect
upon registration of the Court's confirmation order by the UK
Registrar of Companies on or around 8 May 2019.
The Reduction of Capital will not result in any change in the
nominal value of the Ordinary Shares or the number of Ordinary
Shares in issue. No new share certificates will be issued as a
result of the Reduction of Capital.
Furthermore, the Reduction of Capital per se will not involve
any distribution or repayment of share premium by the Company and
will not reduce the underlying net assets of the Company.
The Reduction of Capital will not affect the voting or dividend
rights of any Shareholder, or the rights of any Shareholder on a
return of capital.
Further details on the Share Premium Account
In the audited report and accounts of the Company for the year
ended 30 June 2018, the Company recorded on its balance sheet an
amount standing to the credit of the Share Premium Account of
approximately GBP36,893,000.
In accordance with applicable law and accounting standards, the
Share Premium Account is a non-distributable capital reserve and,
pursuant to relevant provisions of the Act, the Share Premium
Account is treated for most purposes as part of the permanent
capital of the Company. Share premium arises on the issue by the
Company of shares at a premium to their nominal value. The premium
element is credited to the Share Premium Account.
It is proposed that all of the Share Premium Account be
cancelled. This cancellation would create realised profits that
will, subject to any order of the Court, be transferred to the
Company's profit and loss account and applied to the Company's
accumulated profit, such sum representing distributable reserves of
the Company.
Further details on the Reduction of Capital Procedure
Under the Act, a company limited by shares may reduce its share
premium account, as long as it is not restricted from doing so by
its articles of association, by obtaining the approval of its
shareholders by special resolution and the confirmation of the
Court. Similarly, pursuant to article 13 of the Company's Articles,
subject to the Act and to any rights attached to any shares, the
Company may by special resolution reduce its share capital or any
capital redemption reserve, share premium account or other
undistributable reserve in any way.
The Company is therefore seeking approval of its Shareholders to
the Reduction of Capital. The Notice of General Meeting, which
contains the Resolution, is set out at the end of the Circular. The
Resolution is proposed in this regard to cancel the Share Premium
Account to enable such reserves to be treated as distributable.
The Reduction of Capital must be confirmed by the Court, to
which the Company will make an application if the Resolution is
passed.
Provisional dates have been obtained for the required Court
hearings of the Company's application, but they are subject to
change and dependent on the Court's timetable. If the hearings go
ahead on the provisional dates, the present timetable provides that
the final hearing, at which it is anticipated that the Court will
make an order confirming the Reduction of Capital, will take place
on 7 May 2019. In any event, the actual dates of the final Court
hearing to confirm the Reduction of Capital will be advertised in a
national newspaper, as directed by the Court, at least seven days
prior to that hearing.
The Reduction of Capital does not take effect until the Court
Order is filed with and registered by the UK Registrar of
Companies. The Board intends to file the required documentation
with the UK Registrar of Companies on the business day following
receipt of the Court Order confirming the Reduction of Capital and,
subject to compliance with all procedural requirements, the UK
Registrar of Companies will usually register the documents on the
same day. On the present timetable, which is subject to change and
dependent on the Court's timetable, this would mean that the
Reduction of Capital would take effect no later than 8 May 2019.
The Company will only be in a position to use the distributable
reserves created by the Reduction of Capital once it becomes
effective.
In order to approve the Reduction of Capital, the Court will
need to be satisfied that the interests of the creditors of the
Company will not be prejudiced as a result thereof. This may
include, inter alia, seeking the consent of the Company's creditors
to the Reduction of Capital or the provision by the Company to the
Court of an undertaking to deposit all or part of the reserve
arising on the Reduction of Capital into a block account (not to be
treated as distributable) created for the purposes of discharging
all current creditors of the Company or the non-consenting
creditors of the Company.
The Board have undertaken a review of the Company's liabilities
(including contingent liabilities) and consider that the Company
will be able to satisfy the Court that, as at the date (if any) on
which the Court Order relating to the Reduction of Capital has been
registered by the UK Registrar of Companies and the Reduction of
Capital therefore becomes effective, the Company's creditors will
be sufficiently protected, and the Company will seek to put in
place any appropriate arrangements in this regard.
The Board reserves the right (where necessary by application to
the Court) to abandon, discontinue or adjourn any application to
the Court for confirmation of the Reduction of Capital, and hence
the Reduction of Capital itself, if the Board believes that the
terms required to obtain confirmation are unsatisfactory to the
Company or if as the result of a material unforeseen event the
Board considers that to continue with the Reduction of Capital is
inappropriate or inadvisable.
GENERAL MEETING
Set out at the end of the Circular is a notice convening the
General Meeting to be held at the offices of Fox Williams LLP, 10
Finsbury Square, London EC2A 1AF, at 11.00 am on 9 April 2019 to
consider the Resolution.
The Resolution (if passed) will approve and authorise the
cancellation of the Share Premium Account.
The Resolution will be passed if 75 per cent. or more of the
votes cast (in person or by proxy) are in favour of it.
RECOMMENDATION
The Directors believe that the Reduction of Capital will help
promote the success of the Company for the benefit of its
Shareholders as a whole.
The Directors unanimously recommend Shareholders to vote in
favour of the Resolution to be proposed at the General Meeting as
they intend to do so in respect of their own beneficial holdings*
amounting, in aggregate, to 59,700,673 Ordinary Shares,
representing approximately 59.44 per cent. of the Existing Ordinary
Shares (excluding 4,950,495 Existing Ordinary Shares held in
treasury at the date of the Circular).
* J. Jeffrey Thrall, has an indirect beneficial interest in a
company which controls 32.477% of Mutual Holdings Limited. The
number of Ordinary shares held by Mutual Holdings Limited in the
Company at the date of this circular is 42,700,001. Additionally,
J. Jeffrey Thrall has an indirect beneficial interest in Nazdar
Limited, a company which holds 1,591,512 Ordinary shares in the
Company and he holds 4,000 Ordinary shares through Thrall
Enterprises Inc.
Ben van Bilderbeek is settlor of a trust which controls 59.962%
of the shares of Mutual Holdings Limited and the entire issued
share capital of OFM Investment Limited. At the date of this
circular, Mutual Holdings Limited holds 42,700,001 shares and OFM
Investment Limited holds 15,069,767.
Additionally, Ben van Bilderbeek holds 307,693 Ordinary shares
directly, Graham Stevens holds 15,100 Ordinary Shares directly and
Craig Hendrie holds 12,600 Ordinary Shares directly.
Capitalised terms in this announcement have the same meaning as
in the Circular published by the Company in connection with the
proposed Reduction of Capital.
NOTES:
AIM-traded oil and gas engineering services company Plexus (AIM:
POS) is an IP-led company that has developed a range of products
and applications based on its patent-protected POS-GRIP
friction-grip technology. Having proved the superior qualities of
POS-GRIP within the jack-up wellhead exploration market through the
sale of this business to FMC Technologies Limited, a subsidiary of
TechnipFMC (Paris:FTI, NYSE:FTI) (jointly "TFMC"), in early 2018,
the Company is now focused on establishing its technology and
equipment in other markets including surface production wellheads,
subsea and de-commissioning.
Its suite of ongoing products and applications include: "HG"(TM)
Wellheads, which combine POS-GRIP Technology with Gas Tight metal
sealing; the Python(R) Subsea Wellhead (a new standard for subsea
wellheads - developed in a JIP supported by Royal Dutch Shell, BG
(now owned by Shell), Wintershall, Total, Maersk (now owned by
Total), Tullow Oil, eni, Senergy (now Lloyds register), and Oil
States Industries Inc); the POS-SET(TM) Connector for the growing
de-commissioning and abandonment market; and Tersus-PCT, an
innovative HP/HT Tie-Back connector product. Importantly, the
Company also has a Collaboration Agreement with TFMC, which
provides a platform to further develop and commercialise these and
other applications based on its POS-GRIP technology.
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
MSCEANDAFELNEFF
(END) Dow Jones Newswires
March 13, 2019 03:00 ET (07:00 GMT)
Plexus (LSE:POS)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Plexus (LSE:POS)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
