REG - Hollywood Bowl Group - Publication of Circular and Notice of GM

Hollywood BowlAnnouncement

10/03/2025 08:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250310:nRSJ9754Za&default-theme=true

RNS Number : 9754Z  Hollywood Bowl Group plc  10 March 2025

 

Hollywood Bowl Group plc

("Hollywood Bowl" or the "Company")

 

Publication of Circular and Notice of General Meeting

 

The board of directors (the "Board") of Hollywood Bowl has become aware of a
technical issue in respect of the Company's procedures for the payment of the
final dividend of 8.08 pence per share approved by shareholders at the
Company's last annual general meeting held on 30 January 2025 and paid to
shareholders on 21 February 2025 (with a record date of 31 January 2025) (the
"Final Dividend") and certain purchases of the Company's own shares during the
period commencing 18 February 2025 and ending 27 February 2025 (the
"Buy-backs") (the Final Dividend and the Buy-backs together the "Relevant
Distributions"). This has resulted in a technical infringement of the
Companies Act 2006 (the "Act").

 

The Company has always filed its statutory accounts on time in accordance with
the requirements of the Act, and at all times had sufficient profits and other
distributable reserves to pay the Relevant Distributions. However, whilst it
prepared interim accounts evidencing the distributable profits necessary to
satisfy payment of the Relevant Distributions, the Company omitted to deliver
those interim accounts to Companies House to satisfy the procedural
requirements of the Act before making the Relevant Distributions. Therefore,
regrettably, the Relevant Distributions were made otherwise than in accordance
with the Act. The relevant interim accounts were delivered to Companies House
on 28 February 2025.

 

This technical omission only affected the Relevant Distributions and did not
affect any other distributions made by the Company. There is also no change to
the financial outlook of the Company as a consequence of this matter, and it
has no impact on the Company's intentions or ability to continue returning its
surplus cash flow to shareholders via future dividends or buy-backs. The
Company's past accounts will not need to be restated and no dividends are
expected to be repaid.

 

The Company will today publish and post to shareholders a circular containing
a notice of general meeting (together the "Circular and GM Notice") convening
a general meeting at which a special resolution will be proposed which will,
if passed, address the situation and 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 Relevant Distributions were made, including by
authorising the appropriation of the distributable profits of the Company to
the payment of the Relevant Distributions, together having a total value of
£23,903,753.49.

 

The notice contained in the Circular and GM Notice, convenes the General
Meeting of the Company for 9.00 a.m. on 26 March 2025 at the offices of CMS
Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London
EC4N 6AF.

 

The Circular and GM Notice also contains further details of the Relevant
Distributions having been made otherwise than in accordance with the Act. In
particular, it contains details of the proposals for the Company to enter into
certain deeds of release in respect of the claims it may have against past and
present shareholders who were recipients of the Final Dividend to repay the
amounts so received, and against persons who were directors of the Company at
the time of payment of the Final Dividend and at the time of entry into the
Buy-backs, to repay the value of the Relevant Distributions.

 

The entry by the Company into a deed of release in respect of the claims it
may have against persons who were directors in connection with the Relevant
Distributions having been made otherwise in accordance with the Act
constitutes a related party transaction (as defined in the UK Listing Rules)
because each of the current directors of the Company (Darren Shapland, Stephen
Burns, Laurence Keen, Melanie Dickinson, Ivan Schofield, Julia Porter and
Rachel Addison) and the former director of the Company (Peter Boddy) (together
the "Directors") are related parties for the purposes of the UK Listing Rules.

 

Accordingly, as required by UK Listing Rule 8.2.1R, the Board is required to
obtain an opinion from a sponsor that each of: (i) the waiver of claims in
connection with the Final Dividend and the Buy-backs against the Directors and
Peter Boddy (as a former director of the Company at the time of the Relevant
Distribution); and (ii) the entry into a deed of release for such purpose, are
fair and reasonable so far as the shareholders of the Company are concerned.
The Board has obtained such an opinion from Investec, acting in its capacity
as sponsor to the Company.

 

The approach that the Company is proposing to address the situation is
consistent with the approach taken by other listed companies that have
encountered similar issues in the past.

 

In accordance with UK Listing Rule 6.4.1, copies of the Circular and GM Notice
will be submitted to the National Storage Mechanism and will shortly be
available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and on the Company's
website, https://www.hollywoodbowlgroup.com/
(https://www.hollywoodbowlgroup.com/)
investors/results-reports-and-presentations.

 

Bernwood Cosec Limited

Company Secretary

Hollywood Bowl Group plc

 

 

 Enquiries:                                                 Via Teneo

 Hollywood Bowl Group PLC
 Stephen Burns, Chief Executive Officer
 Laurence Keen, Chief Financial Officer
 Mat Hart, Chief Sustainability and Communications Officer

 Teneo
 Elizabeth Snow                                             hollywoodbowl@teneo.com
 Laura Marshall                                             +44 (0)20 7353 4200

 

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  MSCJLMMTMTMMTTA