TIDMCRU
RNS Number : 4240F
Coral Products PLC
04 November 2022
4 November 2022
Coral Products plc
(the "Company", the "Group" or "Coral")
Proposed cancellation of Share Premium Account and Capital
Redemption Reserve
Introduction
Coral Products PLC, a specialist in the design, manufacture and
supply of injection moulded plastic products based in Wythenshawe,
Manchester announces that it will today publish a shareholder
circular (the "Circular") containing a notice of general meeting
(the "General Meeting") for the purposes of approving the
cancellation of the Company's share premium account (the "Share
Premium Account") and capital redemption reserve (the "Capital
Redemption Reserve"). The cancellation of the Share Premium Account
and Capital Redemption Reserve together comprise the "Reduction of
Capital".
Background and reasons for the Reduction of Capital
The Companies Act 2006 (the "Act") only permits a company to
make distributions to its shareholders out of its profits available
for that purpose. Such profits are broadly a company's accumulated
realised profits so far as not previously utilised by distribution
or capitalisation less its accumulated realised losses.
The Company has been advised by its legal advisors not to rely
on the wording set out in the special resolution to cancel the
Share Premium Account and Capital Redemption Reserve, tabled at the
general meeting of the Company on 29 September 2022. The Company's
solicitors have instead advised the Company to proceed on the basis
of the wording of the special resolution as set out in the Circular
to convene the General Meeting in order both to facilitate the
Reduction of Capital and to cover the increased sum currently
standing to the credit of the Company's Share Premium Account and
Capital Redemption Reserve (the "Resolution").
As at 30 April 2022, the Company had an accumulated surplus on
its profit and loss account of GBP4,906,000 and there was
GBP5,621,000 standing to the credit of the Company's Share Premium
account and GBP1,061,000 standing to the credit of the Company's
Capital Redemption Reserve. In October 2022, the Company issued
4,335,055 new shares, increasing the share premium account by
GBP650,000 to GBP6,272,000. During the period since 30 April 2022,
the Company resold the 7,378,655 shares held in treasury,
increasing the capital redemption reserve by GBP136,000 to
GBP1,197,000. The Share Premium Account and Capital Redemption
Reserve are non-distributable reserves and the Company is therefore
unable to use the amounts standing to the credit of these accounts
for the purpose of (inter alia) making distributions to
shareholders. However, the Act does permit the Company (subject to
the approval of shareholders and the consent of the Court) to
cancel its Share Premium Account and Capital Redemption Reserve and
credit the resulting sums to the Company's profit and loss
account.
Cancellation of the Company's Share Premium Account and Capital
Redemption Reserve
The Board is seeking the approval of shareholders for the
cancellation of the entire Share Premium Account of the Company of
GBP6,272,000. The Board is also seeking the approval of
shareholders for the cancellation of the Capital Redemption Reserve
of the Company of GBP1,197,000.
The Reduction of Capital will only become effective if (in the
following order) (i) the Resolution is approved by Shareholders at
the General Meeting, (ii) confirmation is given by the Court and
(iii) the Court Order and the approved statement of capital are
delivered to and registered by Companies House.
The Reduction of Capital will increase the current surplus on
the Company's profit/and loss account and create (subject to the
creation of any special reserve) further positive distributable
reserves.
The Board reserves the right to abandon or to discontinue (in
whole or in part) any application to the Court in the event that
the Board considers that the terms on which the Reduction of
Capital would be (or would be likely to be) confirmed by the Court
would not be in the best interests of the Company and/or the
shareholders as a whole. The Directors will, prior to the making of
any application to the Court for the approval of the Reduction of
Capital, undertake a careful review of the Company's liabilities
(including contingent liabilities) and consider the Company's
ability to satisfy the Court that, as at the date (if any) on which
the Court Order relating to the Reduction of Capital and the
statement of capital in respect of the Reduction of Capital have
both been registered by the Registrar of Companies at Companies
House and the Reduction of Capital therefore becomes effective, the
Company's creditors will be sufficiently protected.
General Meeting
The Reduction of Capital requires the approval of shareholders
by special resolution at a general meeting. Accordingly, the
Circular contains a notice convening a General Meeting of the
Company to be held at Tatra Rotalac Ltd, Southmoor Road,
Wythenshawe, Manchester, M23 9DS on 30 November 2022 at 12.00 noon
at which the Resolution set out in the notice of the General
Meeting will be proposed.
The Resolution will be proposed as a special resolution
requiring a majority of not less than 75 per cent. of the votes
cast.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Circular and Form of Proxy 4 November 2022
Latest time and date for receipt of Forms of 12.00 noon on
Proxy and CREST voting instructions 28 November 2022
General Meeting 12.00 noon on
30 November 2022
Court hearing of application to confirm the 14 December 2022
Reduction of Capital
Registration of Court Order and Effective Date About 27 January
of the Reduction of Capital 2023
Note:
Each of the above times and/or dates is subject to change at the
absolute discretion of the Company. If any of the above times
and/or dates should change, the revised times and/or dates will be
announced through a Regulatory Information Service.
Further details of the Reduction of Capital will be set out in
the Circular, a copy of which will shortly be available on the
Company's website at www.coralproducts.com
For further information, please contact:
Coral Products plc
Joe Grimmond, Chairman Tel: 07703 518
148
Nominated Adviser & Broker
Cenkos LLP Tel: 020 7397
Stephen Keys 1966
Charlie Combe
Financial PR Tel: 0 20 3151
Novella 7008
Tim Robertson
This announcement has been posted to:
https://coralproducts.com/
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END
NOGGZMGMKDRGZZM
(END) Dow Jones Newswires
November 04, 2022 11:10 ET (15:10 GMT)
Grafico Azioni Coral Products (AQSE:CRU.GB)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Coral Products (AQSE:CRU.GB)
Storico
Da Gen 2024 a Gen 2025
