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ScS Group plc (SCS)

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Tuesday 25 October, 2016

ScS Group plc

Publication of Circulars and Notice of AGM

RNS Number : 4073N
ScS Group PLC
25 October 2016
 

For Immediate Release     

25 October 2016

 

 

ScS Group PLC

("ScS" or the "Company")

 

Publication of Circulars and Notice of AGM

 

ScS, one of the UK's largest retailers of upholstered furniture and floorings, announces that the Board of the Company has identified a procedural oversight in respect of the Company's processes for the payment of the special interim dividend of 2.8 pence per ordinary share of 0.1 pence each in the capital of the Company on 22 May 2015 (the "Distribution") which has resulted in a technical infringement of the Companies Act 2006 (the "Act").

 

The issue is of an historic nature and there is no change to the financial outlook of the Company as a consequence of this technical matter. It also has no impact on the Company's intentions or ability to declare dividends at any future point in time. The Company's past accounts will not need to be restated and no dividends are expected to be repaid. This issue only affected the Distribution and did not affect the final dividend made by the Company in the same financial year or any other dividend made by the Company.

 

Whilst the Company always had sufficient reserves to pay the Distribution at the time that it was made, the Act required this to be demonstrated by reference to interim accounts filed at Companies House prior to payment. Regrettably, those interim accounts were not filed with Companies House until after the Distribution had been paid.  No fines or other penalties have been incurred by the Company.

 

The Company has today published and will post to shareholders an explanatory circular (the "Circular") along with its Notice of AGM convening the Company's Annual General Meeting (the "Notice") and an explanatory circular in respect of the business to the proposed at the Annual General Meeting. The Notice includes a resolution, to be proposed at the Annual General Meeting, which will, if passed, address the situation and so far as possible put all parties back in the position they were intended to be had the full technical requirements of the Act been complied with at the time the Distribution was made (the "Relevant Resolution").

 

The steps being proposed are in line with those taken by other UK incorporated listed companies that have encountered similar issues in the past and will involve the Company entering into deeds of release in respect of the directors of the Company at the time the Distribution was made (being Alan Smith, David Knight, Paul Daccus, Ron McMillan and Ron Turnbull (or their personal representatives (and their successors in title) if they are deceased) (the "Relevant Directors")) (the "Directors' Deed of Release") and in respect of the past and present shareholders who appeared on the register of members on the record date for the Distribution (or their personal representatives (and their successors in title) if they are deceased) (the "Shareholders' Deed of Release"). The consequence of the entry into the Directors' Deed of Release and the Shareholders' Deed of Release by the Company is that the Company will be unable to make any claims against past and present shareholders of the Company who were recipients of the Distribution and the Relevant Directors.

 

In accordance with the Listing Rules, due to the value of the Distribution (£1,044,000) and the potential costs associated with making any claim, the entry by the Company into the Directors' Deed of Release and consequential waiver of any rights of the Company to make claims against the Relevant Directors constitutes a related party transaction (as defined in the Listing Rules) as each of the Relevant Directors are a related party for the purposes of the Listing Rules.

 

In addition, the entry by the Company into the Shareholders' Deed of Release and consequential waiver of any rights of the Company to make claims against Parlour Product Holdings (Lux) S.à.r.l. (the "Relevant Shareholder") (and its successors in title) in respect of the Distribution, constitutes a related party transaction (as defined in the Listing Rules) as the Relevant Shareholder is a related party for the purposes of the Listing Rules, due to it being entitled to exercise 10% or more of the votes able to be cast on all of substantially all matters at general meetings of the Company.

 

Therefore, in accordance with the Listing Rules, the Relevant Resolution will also seek the specific approval of the Company's shareholders for the entry into of the Directors' Deed of Release and of the Shareholders' Deed of Release as a related party transaction.

 

As a related party transaction under the Listing Rules, the Relevant Directors and the Relevant Shareholder are not able to vote on the Relevant Resolution and, as such, each has entered into an irrevocable undertaking to not vote and to take all reasonable steps to ensure that their associates do not vote on the Relevant Resolution.

 

The Circular contains further detail on the Distribution having been made otherwise than in accordance with the Act. The Notice convenes the Annual General Meeting of the Company for 12.00 p.m. on 23 November 2016 at Ramside Hall Hotel, Durham, DH1 1TD.

 

A copy of the Circular and the accompanying Form of Proxy along with the Notice, the explanatory circular in respect of the business to be proposed at the Annual General Meeting and the Company's Annual Report for the year ended 30 July 2016 (the "2016 Annual Report") will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.Morningstar.co.uk/uk/NSM.  In addition, the Circular, Notice, the explanatory circular in respect of the business to be proposed at the Annual General Meeting and the 2016 Annual Report will be available to view on the Company's website www.scsplc.co.uk and available for inspection at the Company's registered office at 45-49 Villiers Street, Sunderland, SR1 1HA.

 

Enquiries:

 

ScS Group PLC

David Knight, Chief Executive Officer

Chris Muir, Chief Financial Officer

 

c/o Buchanan +44 (0)20 7466 5000

Buchanan

Richard Oldworth / Jane Glover/ Madeleine Seacombe

Tel: +44 (0)20 7466 5000

[email protected]

 

 

Notes to Editors:

 

ScS is one of the UK's largest retailers of upholstered furniture and floorings, promoting itself as the "Sofa Carpet Specialist" seeking to offer value and choice through a wide range of upholstered furniture and flooring products. The Group's product range is designed to appeal to a broad customer base with a mid-market priced offering and currently trades from 97 stores.

 

The Company's upholstered furniture business specialises primarily in fabric and leather sofas and chairs. ScS sells a range of branded products which are not sold under registered trademarks (such as the Lotti, the Danni and the Zamba) and a range of branded products which are sold under registered trademarks owned by ScS (such as Endurance and SiSi Italia). The Group also offers a range of third party brands (which include La-Z-Boy, G Plan and Parker Knoll). The Company's flooring business includes carpets, as well as laminate and vinyl flooring. 

 

In 2014 ScS began to operate the furniture and carpet concession ranges for the House of Fraser "For Living" brand. ScS currently operates in 28 House of Fraser stores across the UK.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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