TIDMPRIM
RNS Number : 2264J
Primorus Investments PLC
20 August 2021
Primorus Investments PLC
Notice of General Meeting - 8 September 2021
Primorus Investments PLC (the "Company"), the AIM listed
investment company, announces that it is holding a General Meeting
at 160 London Road, Sevenoaks, Kent TN13 1BT at 9:00 a.m on 8
September 2021 (the "General Meeting"). The business of the General
Meeting will be to consider and, if thought fit, pass special
resolutions to:
1. authorise the directors to take the necessary legal action to
cancel certain of its issued share capital - namely: its deferred
shares of 45p each, its A deferred shares of 4p each and its B
deferred shares of 0.99p each (together, the "Deferred Shares") -
and to cancel the Company's share premium account; and
2. adopt new articles of association (the "New Articles").
A shareholder circular, containing a notice convening the
General Meeting, will be posted to shareholders today (the
"Circular"). A copy of the Circular is available on the Company's
website at
www.primorusinvestments.com/about/corporate-documents/.
Capital Reduction
The Company currently has negative distributable reserves of
approximately GBP41,901,000. The Company requires distributable
reserves to, amongst other items, make distributions or pay
dividends to shareholders. The Company is therefore unable at
present to make distributions or pay dividends. The Directors are
proposing to cancel the Deferred Shares and the Company's share
premium account (together, the "Capital Reduction") in order (1) to
eliminate the current negative distributable reserves balance and
(2) to create distributable reserves.
If the Capital Reduction becomes effective, the Company would
expect to have distributable reserves of approximately
GBP8,507,000. Under the Companies Act 2006 (the "CA 2006"), the
share premium account is treated as if it were part of the share
capital of the Company and is not available for distribution to
shareholders.
If the Capital Reduction becomes effective, it will create
distributable reserves that are available for distribution to
shareholders. This will be achieved by the cancellation of the
Deferred Shares and the share premium account as part of a
Court-sanctioned reduction in capital.
This resolution, which will be proposed as a special resolution,
provides the requisite authority under the CA 2006 for the Capital
Reduction.
The rationale for the Capital Reduction is to provide the
Company with the ability to pay dividends in the future or purchase
its own shares.
Shareholders should note that the Capital Reduction itself will
not involve any return of capital to shareholders or any reduction
of the Company's net assets. In seeking approval of the Capital
Reduction, the Company is not indicating any commitment, and has no
current intention, to declare dividends or to purchase its own
shares, but considers that the Capital Reduction would position it
more favourably to do so, as applicable, in the future. The Capital
Reduction will not change the number of ordinary shares in issue or
the paid-up share capital of the Company or change any rights
attaching to the ordinary shares.
The Capital Reduction is conditional upon: (i) the passing of
this resolution as a special resolution (which requires a majority
in favour of at least 75% of those shareholders voting in favour of
the resolution) (the "Capital Reduction Resolution"); (ii) the
approval of the High Court of England and Wales (the "Court");
(iii) the registration of the Court's order confirming the Capital
Reduction by the Registrar of Companies; and (iv) it not otherwise
being prohibited under applicable law or regulation.
Before giving its confirmation, the Court will need to be
satisfied that the Capital Reduction does not put any of the
Company's creditors at risk of not being paid when due. The Court
shall determine whether any protection is required for the
creditors and, if so, what form it should take. If required to do
so, the Company will put in place such form of creditor protection
as the Court determines and which is acceptable to the Company.
If the Capital Reduction Resolution is passed, the Company
intends to take the necessary steps to effect the Capital Reduction
in September and October 2021 (subject to available Court dates).
Please note that there are circumstances in which the Directors
might decide not to proceed with the Capital Reduction, including
the Court imposing conditions on its confirmation which are not
satisfactory to the Company, and as such the Directors reserve the
right not to proceed with the Capital Reduction at their sole
discretion.
If the Capital Reduction becomes effective and the Deferred
Shares are cancelled, the issued share capital of the Company will
be comprised of 139,830,968 ordinary shares of 0.2 pence each.
New Articles
The Directors are proposing that the Company adopt the New
Articles in place of its current articles of association (which
were last updated in 2013 (and are in the Company's former name
Stellar Resources PLC)) to reflect changes in company law and
market practice in this time.
The principal changes in the New Articles are:
-- Articles 48 and 49 provide that the Company may hold 'hybrid'
general meetings (including annual general meetings) so that
members can participate in the meeting at a physical venue or via
an electronic facility. This will allow the Company to take
advantage of technological advances and evolving best practice,
while also considering investor sentiment. In line with the views
expressed by the Investment Association and other investor bodies
the changes will not permit meetings to be held solely by
electronic means, so a physical meeting will still be required;
-- Under the CA 2006 (as amended by the Companies (Shareholders'
Rights) Regulations 2009), a proxy is required to vote in
accordance with the instructions given to them by the member who
appointed them. Article [69.2] clarifies that the Company is not
obliged to check whether a proxy has voted in accordance with the
instructions given to them;
-- The provisions in the New Articles (from article [138]
onwards) dealing with the service of notices by and on the Company
have been updated to reflect changes in technology over the last 12
years and the greater use of electronic communication, while
retaining appropriate provisions relating to traditional forms of
communication, such as postal services; and
-- As it is proposed to adopt the New Articles to make the
changes noted above, the opportunity has been taken to tidy up and
simplify the articles as well. Such changes include the use of more
straightforward language where possible without changing the
meaning (including making the language gender neutral) and removing
articles which duplicate provisions in legislation.
Further details of the main changes proposed in the New Articles
are contained in Appendix II to the Circular and a copy of the New
Articles and a copy of the current articles of association will be
available for inspection on the Company's website at
www.primorusinvestments.com/about/corporate-documents/.
For further information, please contact:
Primorus Investments plc +44 (0)20 8154 7909
Matthew Beardmore, Chief Executive Officer
Nominated Adviser and Broker
Cairn Financial Advisers LLP +44 (0)20 7213 0880
Sandy Jamieson / James Caithie
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