Capital Reorganisation
Advanced Medical Solutions Grp PLC
27 April 2007
For Immediate Release 27 April 2007
Advanced Medical Solutions Group plc
('AMS' or 'the Company')
Capital Reorganisation
Proposal for the reduction of the Company's share capital by the cancellation of
its Deferred Shares of 5p each and the cancellation of its share premium account
Advanced Medical Solutions Group plc (AIM: AMS), the global medical technology
company, today announces details of a proposal for a capital reorganisation to
give the Company a capital structure that would allow the Company to pay
dividends to shareholders at some point in the future should the Board make a
recommendation to do so.
The Board of the Company has therefore resolved to seek shareholder approval to
reduce the Company's share capital by the cancellation of its 93,553,394
Deferred Shares of 5p each (the 'Deferred Shares') and cancel its share premium
account at the forthcoming annual general meeting of the Company to be held on 6
June 2007.
The Deferred Shares
The Deferred Shares arose from a capital reorganisation of the Company which
took effect in 2002 and carry no voting rights, do not rank for dividends and
will only participate on a winding up of the Company after the sum of £1,000,000
has been paid in respect of each Ordinary Share. The Deferred Shares are not
listed or quoted on any stock exchange and no share certificates have been
issued in respect of the Deferred Shares.
The value of the Deferred Shares is therefore negligible and the Company's
articles of association permit the Company to reduce its share capital by
cancelling the Deferred Shares for no consideration.
The share premium account
The Company currently has a balance on its share premium account of £37,977,445
which has arisen as a result of various prior issues by the Company of its
shares at prices in excess of their nominal value. Under the Companies Act 1985,
the Company's share premium account constitutes a non-distributable reserve of
the Company and the sums credited to that reserve are not distributable to
shareholders.
The cancellation of the deferred shares and the share premium account
The Company, as a public company, may not distribute dividends to its
shareholders save out of the balance of its accumulated realised profits less
its accumulated realised losses ('distributable profits') and provided the
amount of the distribution does not exceed the value of its net assets less the
aggregate value of its called-up share capital and non-distributable reserves.
As at 31 December 2006, the Company had an accumulated net realised loss balance
of £36,748,704 as recognised by the deficit on its profit and loss account
reserve in its financial statements for the period ended 31 December 2006.
Accordingly, the Company is currently unable to distribute dividends to its
shareholders and it will continue to be unable to distribute dividends until the
deficit on its profit and loss account reserve has been eliminated and it has
accumulated sufficient distributable profits to finance any dividend
distribution.
If approved by shareholders, and confirmed by the court, the proposed reduction
and cancellation, taken together, will:
• eliminate the deficit of £36,748,704 recorded in the Company's profit
and loss account reserve as at 31 December 2006; and
• create a distributable profit reserve of approximately £5,900,000
subject to any direction given by the court in confirming the proposed
reduction and cancellation, and subject to the Company satisfying the terms
of any undertaking given by the Company to the court in connection with the
proposed reduction and cancellation.
In the opinion of the board, the elimination of the deficit on the Company's
profit and loss account reserve, and the subsequent creation of distributable
reserves which the board anticipates will be achieved by the proposed reduction
and cancellation in due course, will be of benefit to the Company and will be in
the best interests of its shareholders as a whole.
Confirmation by the court
If the proposal is approved by shareholders at the annual general meeting, the
Company will then seek confirmation of the proposed reduction and cancellation
by the High Court of Justice, subject to an undertaking that it will treat the
profit reserve, which will arise as a result of the proposed reduction and
cancellation, as non-distributable until certain conditions have been met. These
are that prior to confirming the proposed reduction and cancellation the court
will need to be satisfied that the interests of the Company's creditors will not
be prejudiced by the proposed reduction and cancellation.
No guarantee can be given that the court will confirm the proposed reduction and
cancellation or that the Company will be able subsequently to satisfy the
conditions attached to any undertaking which would permit the profit reserve
arising to be treated as realised profit and to be transferred to the
distributable reserve account of the Company.
Annual general meeting
The Company's annual report and accounts for the year ended 31 December 2006
will contain a notice to convene the annual general meeting of the Company to be
held on 6 June 2007. The annual general meeting will consider both ordinary
business as well as the special business of considering and, if thought fit,
passing a special resolution to i) reduce the share capital of the Company by
cancelling and extinguishing all of the issued Deferred Shares and ii) cancel
the share premium account of the Company.
Further details of the proposal are contained in the Report of the Directors and
in the Explanatory Statement which is included with the Company's annual report
and accounts for the year ended 31 December 2006.
-ENDS-
For more information please contact:
Advanced Medical Solutions Group plc +44 (0) 01606 545508
Don Evans (Chief Executive Officer)
Mary Tavener (Group Finance Director)
www.admedsol.com
Buchanan Communications +44 (0) 020 7466 5000
Mark Court/Mary-Jane Johnson
Notes for Editors:
Advanced Medical Solutions is a UK based company developing and providing
leading edge technology to the $15 billion global woundcare market.
Founded in 1991 and quoted on AIM, the Company is focused on the design,
development, manufacture and sale of advanced woundcare dressings and products
for closing wounds and sealing tissue.
AMS provides a full range of advanced woundcare products for sale in hospital,
nursing home and community care markets. The main indications are for chronic
wounds such as ulcers and pressure sores. These products pioneer the concept of
moist wound healing to allow wounds to heal faster and with less pain and
scarring if they remain moist. They protect the wound, deal with tissue fluids
and provide an optimal environment for healing to occur. AMS' resources ensure a
unique position as a vertically integrated 'one stop shop' to provide all
categories of moist wound healing products. The Company has the capability to
move a product from design and development through to production and delivery
ready for distribution into customer markets.
The acquisition of MedLogic in 2002 has brought AMS products based upon
cyanoacrylate adhesive technology which allow the closure of wounds following
trauma or surgical incisions, or seal skin to protect against breakdown or wound
infection. These products address the emerging tissue adhesives and sealants
segment of the wound closure market.
AMS' technology and products currently serve the majority of the key global
markets and strategic partners.
This information is provided by RNS
The company news service from the London Stock Exchange