REG - Coral Products PLC - Notice of General Meeting-Publication of Circular

Coral ProductsAnnouncement

04/11/2022 15:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20221104:nRSD4240Fa&default-theme=true

RNS Number : 4240F  Coral Products PLC  04 November 2022

4 November 2022

Coral Products plc

(the "Company", the "Group" or "Coral")

Proposed cancellation of Share Premium Account and Capital Redemption Reserve

 

Introduction

 

Coral Products PLC, a specialist in the design, manufacture and supply of
injection moulded plastic products based in Wythenshawe, Manchester announces
that it will today publish a shareholder circular (the "Circular") containing
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"). The cancellation of the Share Premium Account and Capital
Redemption Reserve together comprise the "Reduction of Capital".

Background and reasons for the Reduction of Capital

 

The Companies Act 2006 (the "Act") only permits a company to make
distributions to its shareholders out of its profits available for that
purpose. Such profits are broadly a company's accumulated realised profits so
far as not previously utilised by distribution or capitalisation less its
accumulated realised losses.

 

The Company has been advised by its legal advisors not to rely on the wording
set out in the special resolution to cancel the Share Premium Account and
Capital Redemption Reserve, tabled at the general meeting of the Company on 29
September 2022. The Company's solicitors have instead advised the Company to
proceed on the basis of the wording of the special resolution as set out in
the Circular to convene the General Meeting in order both to facilitate the
Reduction of Capital and to cover the increased sum currently standing to the
credit of the Company's Share Premium Account and Capital Redemption Reserve
(the "Resolution").

 

As at 30 April 2022, the Company had an accumulated surplus on its profit and
loss account of £4,906,000 and there was £5,621,000 standing to the credit
of the Company's Share Premium account and £1,061,000 standing to the credit
of the Company's Capital Redemption Reserve. In October 2022, the Company
issued 4,335,055 new shares, increasing the share premium account by £650,000
to £6,272,000. During the period since 30 April 2022, the Company resold the
7,378,655 shares held in treasury, increasing the capital redemption reserve
by £136,000 to £1,197,000. The Share Premium Account and Capital Redemption
Reserve are non-distributable reserves and the Company is therefore unable to
use the amounts standing to the credit of these accounts for the purpose of
(inter alia) making distributions to shareholders. However, the Act does
permit the Company (subject to the approval of shareholders and the consent of
the Court) to cancel its Share Premium Account and Capital Redemption Reserve
and credit the resulting sums to the Company's profit and loss account.

 

Cancellation of the Company's Share Premium Account and Capital Redemption
Reserve

 

The Board is seeking the approval of shareholders for the cancellation of the
entire Share Premium Account of the Company of £6,272,000. The Board is also
seeking the approval of shareholders for the cancellation of the Capital
Redemption Reserve of the Company of £1,197,000.

 

The Reduction of Capital will only become effective if (in the following
order) (i) the Resolution is approved by Shareholders at the General Meeting,
(ii) confirmation is given by the Court and (iii) the Court Order and the
approved statement of capital are delivered to and registered by Companies
House.

 

The Reduction of Capital will increase the current surplus on the Company's
profit/and loss account and create (subject to the creation of any special
reserve) further positive distributable reserves.

 

The Board reserves the right to abandon or to discontinue (in whole or in
part) any application to the Court in the event that the Board considers that
the terms on which the Reduction of Capital would be (or would be likely to
be) confirmed by the Court would not be in the best interests of the Company
and/or the shareholders as a whole. The Directors will, prior to the making of
any application to the Court for the approval of the Reduction of Capital,
undertake a careful review of the Company's liabilities (including contingent
liabilities) and consider the Company's ability to satisfy the Court that, as
at the date (if any) on which the Court Order relating to the Reduction of
Capital and the statement of capital in respect of the Reduction of Capital
have both been registered by the Registrar of Companies at Companies House and
the Reduction of Capital therefore becomes effective, the Company's creditors
will be sufficiently protected.

 

 

General Meeting

 

The Reduction of Capital requires the approval of shareholders by special
resolution at a general meeting. Accordingly, the Circular contains a notice
convening a General Meeting of the Company to be held at Tatra Rotalac Ltd,
Southmoor Road, Wythenshawe, Manchester, M23 9DS on 30 November 2022 at 12.00
noon at which the Resolution set out in the notice of the General Meeting will
be proposed.

 

The Resolution will be proposed as a special resolution requiring a majority
of not less than 75 per cent. of the votes cast.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 

 Publication of the Circular and Form of Proxy                               4 November 2022

 Latest time and date for receipt of Forms of Proxy and CREST voting         12.00 noon on
 instructions

                                                                           28 November 2022

 General Meeting                                                             12.00 noon on

                                                                             30 November 2022
 Court hearing of application to confirm the Reduction of Capital            14 December 2022
 Registration of Court Order and Effective Date of the Reduction of Capital  About 27 January 2023

Note:

Each of the above times and/or dates is subject to change at the absolute
discretion of the Company. If any of the above times and/or dates should
change, the revised times and/or dates will be announced through a Regulatory
Information Service.

 

Further details of the Reduction of Capital will be set out in the Circular, a
copy of which will shortly be available on the Company's website at
www.coralproducts.com (http://www.coralproducts.com)

 

For further information, please contact:

 

 Coral Products plc

 Joe Grimmond, Chairman                         Tel: 07703 518 148

 Nominated Adviser & Broker

 Cenkos LLP                                     Tel: 020 7397 1966

 Stephen Keys

 Charlie Combe

 Financial PR                                   Tel: 020 3151 7008

 Novella

 Tim Robertson

 

This announcement has been posted to: https://coralproducts.com/

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NOGGZMGMKDRGZZM