Publication of Circular and RPT

RNS Number : 7965K

Trakm8 Holdings PLC

13 April 2018

 

For immediate release

13 April 2018

Trakm8 Holdings plc

('Trakm8', the 'Group' or the 'Company')

Publication of Circular and Related Party Transaction

The Company has become aware of an issue in respect of the payment of the final dividend for the year ended 31 March 2016, paid on 13 September 2016 (the Relevant Distribution), which resulted in a technical infringement of the Companies Act 2006 (the Act).

The issue is of a historic nature and there is no change to the financial outlook of the Company as a consequence of this technical matter.  No other distributions made by the Company have been affected and no fines or other penalties have been incurred by the Company.  The Company's past accounts will not need to be restated.

The Companies Act 2006 provides that a public company may pay a dividend out of its distributable profits as shown in the last accounts circulated to members or, if interim accounts are used, those that have been filed at Companies House.  The accounts of the Company for the year ended 31 March 2016 did not show sufficient distributable reserves to permit the Relevant Distribution.  Interim accounts prepared did show sufficient reserves to permit the payment of the Relevant Distribution, however due to an administrative oversight the Interim accounts were not filed at Companies House.

Therefore, regrettably, the Relevant Distribution was made otherwise than in accordance with the Act.

After seeking legal advice, the Company proposes to ratify the Relevant Distribution and confirm the appropriation of the profits of the Company in the year ended 31 March 2017 and to enter into a Deed of Release with the Shareholders and Directors releasing them from any claims that could be made by the Company to the recipient shareholders and the current and former Directors.

The Company has today published and will be posting to shareholders a notice of a general meeting of the Company and related explanatory circular (the 'Circular') convening a general meeting at which a resolution will be proposed which will, if passed, (i) ratify the Relevant Distribution and confirm the appropriation of the profits of the Company in the year ended 31 March 2017 for the purposes of the Relevant Distribution (ii) waive any and all claims which the Company has or may have in respect of the payment of the Relevant Distribution against its Recipient Shareholders (or the personal representatives and their successors in title of the estate of any deceased Recipient Shareholders), such waiver to be effected by way of the entry by the Company into the Shareholders' Deed of Release; and (iii) waive any and all claims which the Company may have against its Directors and Former Director, such waiver to be effected by way of the entry by the Company into the Directors' Deed of Release.

The Circular contains further details regarding the consequences of the Relevant Distribution having been made otherwise than in accordance with the Act.  The notice, which is contained in the Circular, convenes the general meeting of the Company for 9.00 a.m. on 31 May 2018 at 4 Roman Park, Roman Way, Coleshill, Birmingham West Midlands B46 1HG.

A copy of the Circular and the accompanying Form of Proxy have also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Morningstar.co.uk/uk/NSM.  In addition, the Circular will be available to view on the Company's website https://www.trakm8.com/ir-shareholder-information.

Related Party Transaction

The entry by the Company into the Directors' Deed of Release constitutes a related party transaction with respect to the directors who were in office at the time of the Relevant Distribution.  In addition, the entry by the Company into the Shareholders' Deed of Release will also constitute a related party transaction with a Substantial Shareholder as John Watkins, Executive Chairman of the Company, and associated parties currently hold 6,177,859 Ordinary Shares in the Company, representing 17.2% of the Company's issued Share Capital.  There will be no change in the shareholdings of the Company as a result of the Deed of Release with Shareholders and Directors.

As the Deed of Release for Shareholders and Directors constitutes a related party transaction under the AIM Rules, the independent director, Jon Furber, who was not a director of the Company at the time of the Relevant Distribution, has consulted with the Company's nominated adviser, Arden Partners.  Having so consulted, Jon Furber considers that the terms of Deed of Release for Shareholders and Directors are fair and reasonable so far as the Company's shareholders are concerned.

The Board has taken steps to ensure that, in future, the issues referred to in this announcement do not arise in relation to the payment of dividends.

- Ends -

For further information:

Trakm8 Holdings plc
John Watkins, Executive Chairman	Tel: [phone]
Jon Furber, Finance Director	www.trakm8.com
Arden Partners plc (Nominated Adviser & Broker)	Tel: [phone]
Paul Shackleton / Ruari McGirr / Alex Penney	www.arden-partners.com

Media enquiries:

Buchanan
Henry Harrison-Topham / Chris Lane / Tilly Abraham	Tel: [phone]
[e-mail]	www.buchanan.uk.com

About Trakm8

Trakm8 is a UK based technology leader in fleet management, insurance telematics, optimisation and dashboard camera systems. Through IP owned technology, the Group analyses data collected by its installed base of telematics units to fine tune the algorithms that are used to produce its telematics based solutions; these score driver behaviour, monitor vehicle health and continuously improve the security and operational efficiency of both private drivers and company fleets.

The Group's product portfolio includes cameras (including the recently launched integrated telematics camera), self-installed telematics units and technology to eliminate distracted driving due to mobile phones.

Headquartered in Coleshill near Birmingham alongside its manufacturing facility, the Group supplies to the Fleet, Optimisation, Insurance and Automotive sectors to many well-known customers in the UK and internationally including the AA, Saint Gobain, EON, Direct Line Group and Young Marmalade.

Trakm8 has been listed on the AIM market of the London Stock Exchange since 2005.

www.trakm8.com / @Trakm8

 

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