Accounts & Special Business

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 GDUXGGGGXL
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