CMG Croma Grp

 

TIDMCMG 
 
RNS Number : 6119R 
Croma Group PLC 
01 May 2009 
 

Croma Group PLC 
 
 
Notice of Extraordinary General Meeting 
 
 
 
 
Croma Group PLC has today posted a circular to shareholders convening an 
extraordinary general meeting to be held at 5th Floor, 1 Exchange Crescent, 
Edinburgh EH3 8UL at 2.00 p.m. (UK time) on Tuesday, 26 May 2009 at which 
resolutions in respect of the following will be proposed: 
 
 
  *  a reduction of the share capital (by cancelling and extinguishing 4.9 pence of 
  the amount paid up or credited as paid up on the issued ordinary shares of 5 
  pence each in the capital of the Company and reducing the nominal value of each 
  issued and authorised but unissued ordinary share in the capital of the Company 
  to 0.1 pence and by cancelling and extinguishing all of the deferred shares 
  ("Deferred Shares") of 0.5 pence in the share capital of the Company); 
 
 
 
  *  a cancellation of the share premium account of the Company; 
 
 
 
  *  an alteration to the articles of association reflecting the reductions; and 
 
 
 
  *  the grant of new share capital authorities. 
 
 
 
The circular also convenes a class meeting of the holders of Deferred Shares, to 
be held at 5th Floor, 1 Exchange Crescent, Edinburgh EH3 8UL at 2.20 p.m. (UK 
time)(or as soon thereafter as the extraordinary general meeting of the Company 
to be convened for 2.00 p.m. on the same day and at the same place shall have 
concluded or been adjourned) on Tuesday, 26 May 2009, at which a resolution to 
cancel and extinguish each of the Deferred Shares will be proposed. 
 
 
The proposed share capital and share premium account reductions (which require 
both shareholder and High Court approval) have two principal purposes. The first 
is to eliminate the deficit on the Company's profit and loss account in order to 
give the Company greater flexibility in the future to begin to pay dividends and 
to manage its capital base. The second is to address another significant issue 
facing the Company. The nominal value of an ordinary share in the share capital 
of the Company is 5 pence. The average mid-market price of an ordinary share in 
the share capital of the Company over the 30 dealing days prior to 30 April 
2009 (being the latest practicable date prior to the publication of this 
document) was approximately 1.52 pence. A company is prohibited by law from 
issuing shares at a discount to their nominal value. Accordingly, for practical 
purposes, the Company is not presently able to raise further finance by means of 
an issue of ordinary shares. If approved, the share capital reduction would 
result in the nominal value of an Ordinary Share being reduced to 0.1 pence, 
which would address this issue. 
 
 
Subject to shareholder and High Court approval being obtained, it is hoped that 
the reductions will take effect prior to the end of June 2009. 
 
 
A copy of the circular is available for download from the investor relations 
section of the Company's website at www.cromagroup.co.uk. 
 
 
 
 
Enquiries: 
 
 
Croma Group PLC 
Sebastian Morley, CEO    Tel: 07768 006909 
 
 
Seymour Pierce Limited 
Mark Percy/Catherine LeftleyTel: 020 7107 8000 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 NOEUUUQAAUPBGWG 
 

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