Notice of General Meeting-Publication of Circular

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 £4,906,000 and there was £5,621,000 standing to the credit of the Company's Share Premium account and £1,061,000 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 £650,000 to £6,272,000. During the period since 30 April 2022, the Company resold the 7,378,655 shares held in treasury, increasing the capital redemption reserve by £136,000 to £1,197,000. 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 £6,272,000. The Board is also seeking the approval of shareholders for the cancellation of the Capital Redemption Reserve of the Company of £1,197,000.

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 Proxy and CREST voting instructions	12.00 noon on 28 November 2022
General Meeting	12.00 noon on 30 November 2022
Court hearing of application to confirm the Reduction of Capital	14 December 2022
Registration of Court Order and Effective Date of the Reduction of Capital	About 27 January 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: [phone]
Nominated Adviser & Broker Cenkos LLP Stephen Keys Charlie Combe	Tel: [phone]
Financial PR Novella Tim Robertson	Tel: [phone]

This announcement has been posted to:  https://coralproducts.com/

 

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