TIDMC21
RNS Number : 6068C
21st Century Technology PLC
04 May 2012
4 May 2012
21st Century Technology plc
(the "Company")
Notice of Annual General Meeting and proposed Return of
Capital
1. INTRODUCTION
The Company wishes to advise its shareholders that the Company's
Annual General Meeting will be held on 30 May 2012 at 10.30 a.m. at
its registered office, The National Control Centre, Drake Road,
Mitcham, Surrey CR4 4HQ.
The formal notice of the Annual General Meeting along with a
circular relating to the proposed return of approximately GBP3.2m
of cash to Shareholders, representing 3.5 pence per Ordinary Share
pursuant to the Proposals have been posted on to the Company's
website, www.21stplc.com, along with the Company's annual report
for 2011. Hard copies of these documents have been posted to all
shareholders who have not elected to accept website communications.
A form of proxy for use at the Company's Annual General Meeting has
been posted to all shareholders.
2. BACKGROUND TO THE PROPOSALS
Following the one-off capital disposal of the Group's
underutilised freehold premises at The National Control Centre,
Drake Road, Mitcham, Surrey CR4 4HQ (the "Freehold Property") on 6
January 2012 which generated net sale proceeds of approximately
GBP2.3 million and further to the announcements made by the Board
on 28 March 2012, the Board confirmed its decision, subject to
Shareholder approval and Court confirmation of the Reduction of
Capital, to pay approximately GBP3.2 million of cash to
Shareholders, representing 3.5 pence per Ordinary Share, pursuant
to the Proposals.
As the Board announced on 28 March 2012, the Board has concluded
that the Group can achieve its growth targets from the cash being
generated from continuing operations and accordingly that
approximately GBP3.2 million of such surplus cash, constituting the
proceeds from the disposal of the Freehold Property as well as
existing cash of approximately GBP900,000 should be returned to
Shareholders.
The Board believes that the most suitable means of making
payment to Shareholders is by way of the Return of Capital,
consequent on the Reduction of Capital, by which 3.5 pence per
Ordinary Share will be returned. Shareholders will retain their
proportionate equity interests in the Company following
implementation of the Proposals.
3. SUMMARY OF THE PROPOSALS
The implementation of the Proposals involves the following
steps, all of which are subject to the approval of Shareholders at
the Annual General Meeting:
-- Subject to the confirmation of the Court, the Company will
reduce the nominal value of each Ordinary Share from 10 pence to
6.5 pence. Shareholders will receive the proceeds of the Reduction
of Capital by way of the Return of Capital, being, in respect of
every Ordinary Share held at the Record Time, the sum of 3.5 pence
in cash.
-- The Court will require to be satisfied that the interests of
the Company's creditors will not be prejudiced as a result of the
Reduction of Capital. The Company will put into place such form of
creditor protection (if any) as the Court may require.
Further details of the Proposals are set out in Part 3 of the
circular.
4. THE RETURN OF CAPITAL
The proposed Return of Capital has been structured so that
Shareholders will receive their return in the form of a capital
repayment following a Court approved reduction of capital of the
Ordinary Shares. Under the Reduction of Capital, subject to the
approval of Shareholders at the Annual General Meeting and the
confirmation of the Court, the Company will reduce the nominal
value of each Ordinary Share from 10 pence to 6.5 pence. The Return
of Capital will involve the repayment to Shareholders of 3.5 pence
per issued Ordinary Share. Therefore, assuming no Ordinary Shares
are issued or cancelled after 3 May 2012 (being the latest
practicable date prior to the publication of the circular)
approximately GBP3.2 million, arising from the reduction in such
nominal value, will be repaid to Shareholders on the Register at
the Record Time (which is expected to be 5.00 p.m. on 27 June 2012)
pro rata to their shareholdings.
The Reduction of Capital will take effect only if confirmed by
the Court and upon the Court Order and Statement of Capital being
delivered to and registered by the Registrar of Companies, which is
expected to take place on 28 June 2012.
It is expected that cheques in respect of the Return of Capital
will be despatched on or around 5 July 2012 to Shareholders who
hold their Ordinary Shares in certificated form and the CREST
accounts of Shareholders who hold their Ordinary Shares through
CREST will be credited on the same day.
Further information on the Return of Capital is set out in Part
3 of the circular.
5. ANNUAL GENERAL MEETING
Implementation of the Proposals and the other business to be
transacted by the proposed Resolutions, requires the approval of
Shareholders. Approval will be sought at the Annual General Meeting
which will be held at the Company's registered office, National
Control Centre, Drake Road, Mitcham, Surrey CR4 4HQ at 10.30 a.m.
on 30 May 2012. Notice convening the Annual General Meeting is set
out at Part 6 of the circular.
6. EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for receipt of Forms of Proxy 10.30 a.m. on
28 May
2012
Annual General Meeting 10.30 a.m. on 30 May 2012
Expected date of Court Hearing to confirm the Reduction of Capital 27 June 2012
Record Time for determining entitlements to the Return of 5.00
p.m. on 27 June 2012
Capital
Expected effective date for the Reduction of Capital 28 June 2012
Credit CREST accounts with or despatch cheques in respect of On
or around 5 July 2012
the Return of Capital
Notes:
(1) References to times and dates in this announcement are to London, UK times and dates.
(2) If any of the above times or dates should change, the
revised times and/or dates will be notified to Shareholders by an
announcement on a Regulatory Information Service.
(3) All events in the above timetable following the holding of
the Annual General Meeting are conditional upon: (i) the passing of
the Reduction Resolution; (ii) confirmation of the Reduction of
Capital by the Court; and (iii) registration of the Court Order
confirming the Reduction of Capital and the Statement of Capital
with the Registrar of Companies.
Appendix 1
The following definitions apply throughout this announcement,
unless the context requires otherwise:
"Act" means the Companies Act 2006, as amended;
"Annual General Meeting" means the annual general meeting of the
Company (or any adjournment thereof) to be held at the registered
offices of the Company, National Control Centre, Drake Road,
Mitcham, Surrey CR4 4HQ at 10.30 a.m. on 30 May 2012;
"Board" or "Directors" means the directors of the Company whose
names are set out on page 4 of this circular;
"Company" means 21(st) Century Technology plc, a public limited
company incorporated in England and Wales with registered number
2974642;
"Court" means the High Court of Justice in England and
Wales;
"Court Hearing" means the effective hearing at which the Court
Order will be sought, expected to be held on 27 June 2012;
"Court Order" means the order of the Court confirming the
Reduction of Capital;
"CREST" means the relevant system (as defined in the
Uncertificated Securities Regulations 2001) in respect of which
Euroclear is the Operator (as defined in such regulations);
"Euroclear" means Euroclear UK & Ireland Limited, the
operator of CREST (formerly known as CRESTCo Limited);
"Freehold Property" means The National Control Centre, Drake
Road, Mitcham, Surrey CR4 4HQ;
"FSA" means the Financial Services Authority;
"Group" means the Company and its subsidiaries and subsidiary
undertakings;
"Ordinary Shares" means the ordinary shares of 10 pence each in
the capital of the Company or, as the case may be, issued ordinary
shares of 6.5 pence each resulting from the Reduction of
Capital;
"Proposals" means the Reduction of Capital and the Return of
Capital;
"Record Time" means 5.00 p.m. on the day of the Court Hearing
which is expected to be 27 June 2012 (or such other date as the
Directors may determine);
"Reduction of Capital" means the proposed reduction of capital
of the Company pursuant to section 641 of the Act as set out in the
circular;
"Reduction Resolution" means special resolution 7 relating to
the Proposals set out in the notice of the Annual General
Meeting;
"Regulatory Information Service" means a regulatory information
service that is approved by the FSA and that is on the list of
regulatory information service providers maintained by the FSA;
"Register" means the register of members of the Company;
"Registrar" means Capita Registrars, (a trading name of Capita
Registrars Limited);
"Resolutions" means the resolutions set out in the notice of the
Annual General Meeting and for the avoidance of doubt, shall
include the Reduction Resolution;
"Return of Capital" means the proposed repayment of 3.5 pence
per Ordinary Share following the Reduction of Capital;
"Shareholder(s)" means holder(s) of Ordinary Shares;
"Statement of Capital" means the statement of capital approved
by the Court and showing with respect to the Company's share
capital, as altered by the Court Order, the information required by
section 649 of the Act; and
"United Kingdom" or "UK" means the United Kingdom of Great
Britain and Northern Ireland.
For Further Information:
21st Century Technology www.21stplc.com
plc
Wilson Jennings 020 8710 4016
-------------------------------------------------------- -------------------
Finance Director
------------------------- -------------------
Daniel Stewart & Co plc
------------------------- -------------------
Nominated Adviser Noelle Greenaway 020 7776 6550
------------------------- -------------------
Corporate Broking Martin Lampshire /
Colin Rowbury
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MHP Communications Ltd
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Barnaby Fry 020 3128 8100
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Vicky Watkins
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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