Ideal Shopping Direct PLC
06 May 2003
IDEAL SHOPPING DIRECT PLC
Report & Accounts posted
and
Special business to be proposed at the AGM
The report & accounts of Ideal Shopping Direct plc for the year ended 31
December 2003 have been posted to shareholders. Copies are available from the
Company Secretary, Ideal Home House, Newark Road, Peterborough, PE1 5WG.
Included with the Report & Accounts is a notice convening the Annual General
Meeting of the Company to be held at 10 am on 30 May 2003 at the offices of KBC
Peel Hunt Ltd, 4th Floor, 111 Old Broad Street, London EC2N 1PH.
At the AGM the following items of special business will be considered:
Resolution 4 grants the Directors the power to allot and otherwise deal in the
Company's securities up to an aggregate nominal amount of £287,100, which is
equivalent to approximately 33 per cent of the issued share capital of the
Company. Such authority expires at the conclusion of the subsequent Annual
General Meeting of the Company, unless amended or terminated by earlier general
meeting of the Company.
Resolution 5 grants the Directors authority to allot Ordinary Shares in the
Company for cash other than strictly proportionately to Ordinary Shareholders
(i) in connection with issues offered on a pro-rata basis to the holders of
securities, (ii) in connection with scrip dividend alternatives and (iii)
otherwise up to a limit of £43,500 (being approximately 5 per cent of the
current issued ordinary share capital). This authority is granted subject to
resolution 4.
Resolution 6 grants the Directors authority to implement a capital reduction by
cancelling the share premium amount of £9,975,000. The Company had as at 31
December 2002 a deficit on its accumulated profit and loss account of some
£4,266,000 because of capital losses arising primarily from the fire in March
2001 and poor trading results in the catalogue division during that financial
year. Although, the Company is recovering, it will not be in a position to
declare a dividend until the accrued deficit has been eliminated, which could
take several years.
However, with the passing of this resolution and with the subsequent
confirmation of the High Court of Justice, the Company could cancel its share
premium account and use the resulting sum to write off the deficit on its profit
and loss account and the balance of £5,701,000 to credit a special reserve.
In giving its confirmation to the proposed cancellation, the Court will be
concerned to protect the interests of the creditors of the Company and will
require the Company to undertake to the Court not to distribute the special
reserve created as a result of the cancellation of the share premium account
until the existing creditors have been repaid. The Company purposes to give to
the Court such undertaking as it may be advised is appropriate.
The proposed cancellation will not affect the Company's net assets in any way
but will put the Company in a position to distribute, by way of dividend:
• profits earned after the capital reduction takes effect; and
• the special reserve (once the undertaking to the court has been
discharged).
In each case, only if the Directors consider it prudent to do so. Subject to the
resolution being passed, the Company will apply by petition to the Court for its
confirmation as soon as possible.
The capital reduction will only take effect on registration by the Registrars of
Companies of the Court Order. This is currently expected to be on or about 27
June 2003, subject to the progress of the Court process.
This information is provided by RNS
The company news service from the London Stock Exchange
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