Thruvision Group PLC Share Premium Account & Capital Redemption Reserve (3359H)
March 12 2018 - 3:01AM
UK Regulatory
TIDMTHRU
RNS Number : 3359H
Thruvision Group PLC
12 March 2018
12 March 2018
Thruvision Group plc
Proposed cancellation of Share Premium Account and Capital
Redemption Reserve
Introduction
Thruvision Group plc (AIM: THRU) ("Thruvision", the "Company"
or, together with its subsidiary undertakings, the "Group") the
specialist provider of people-screening technology to the global
security market announces that it will today publish a shareholder
circular (the "Circular") containing, amongst other things, a
notice of general meeting (the "General Meeting") for the purposes
of approving the cancellation of the Company's share premium
account (the "Share Premium Account") and capital redemption
reserve (the "Capital Redemption Reserve"), (together, the
"Cancellation").
Background to and reasons for the Cancellation
On 31 October 2017, the Company announced that it had completed
the sale of its video business (the "Disposal"). As a consequence
of the Disposal, the Company now has surplus capital and intends to
make a return to shareholders shortly following completion of the
Cancellation. It is expected that this return of capital (the
"Return of Capital"), the amount of which will be determined by the
board in due course, will be implemented through either a tender
offer or an on-market buy-back programme, or a combination of the
two.
As it currently stands, however, the Company has insufficient
distributable reserves on its balance sheet to be able to lawfully
effect the Return of Capital under the Companies Act 2006.
Accordingly, the proposed Cancellation seeks to create
distributable reserves for the Company by cancelling the entire
amounts standing to the credit of each of the Share Premium Account
and the Capital Redemption Reserve and transferring them to the
Company's profit and loss account. The realised profits thereby
created would be applied to reduce the retained losses on the
Company's profit and loss account to zero and to create
accumulated, distributable profits of the Company.
If the Cancellation is approved by shareholders at the General
Meeting, it will be subject to the scrutiny of, and confirmation
by, the high court and, subject to that confirmation, the
Cancellation is expected to take effect during May 2018. The
General Meeting will be held at 10.00 a.m. on 28 March 2018 at the
offices of Osborne Clarke LLP, One London Wall, London, EC2Y 5EB,
at which the resolution to approve the Cancellation will be
proposed.
The directors of the Company consider the Cancellation to be in
the best interests of the Company and its shareholders as a whole
and accordingly intend to recommend unanimously that shareholders
vote in favour of the resolution to be proposed at the General
Meeting as they intend to do so in respect of their beneficial
holdings amounting, in aggregate, to 12,827,649 ordinary shares,
representing approximately 7.76 per cent. of the existing issued
ordinary share capital of the Company.
Further details of the Cancellation will be set out in the
Circular, a copy of which will shortly be available on the
Company's website at http://thruvision.com.
For further information please contact:
Thruvision Group plc +44 (0)20 3553 5888
Tom Black, Executive Chairman
Colin Evans, Managing Director
Investec Bank plc +44 (0)20 7597 5970
Andrew Pinder / Sebastian Lawrence / Patrick Robb
FTI Consulting LLP +44 (0)20 3727 1000
Matt Dixon / Harry Staight
About Thruvision
Thruvision Group plc is a specialist provider of
people-screening technology that can detect weapons, explosives and
contraband hidden under clothing. Developed with extensive support
from the British and US Governments, Thruvision technology is
operationally proven and is being used to enhance the security of
transport hubs, borders, high profile buildings and public
areas.
www.thruvision.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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