REG - Midwich Group PLC - Posting of Annual Report and Notice of AGM

MidwichAnnouncement

10/04/2024 13:30

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RNS Number : 0589K  Midwich Group PLC  10 April 2024

10 April 2024

 

Midwich Group plc

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

 

Posting of Annual Report and Notice of AGM

 

Midwich Group (AIM: MIDW), a global specialist audio visual ("AV") distributor
to the trade market, today announces that its Annual Report and Accounts and
Notice of Annual General Meeting ("AGM") have been posted to shareholders and
are available on the Group's website http://midwichgroupplc.com
(http://midwichgroupplc.com/) .

 

The AGM will take place at 10.00am (BST) on 14 May 2024 at the office of
Midwich Group plc, Vinces Road, Diss, Norfolk, IP22 4YT.

 

Special Resolution and Related Party Transaction

 

The Notice of AGM includes a special resolution relating to a technical issue
in respect of the payment of dividends during the period from 26 October 2018
to 27 October 2023 (the "Relevant Distributions"). The Company at all times
had sufficient profits and other distributable reserves to pay the Relevant
Distributions (as required by the Companies Act 2006), but such distributable
reserves were not justified by the applicable annual accounts. As such, so as
to be compliant with the Companies Act 2006, interim accounts demonstrating
the presence of sufficient distributable reserves should have been filed with
Companies House prior to each of the Relevant Distributions being made but
were not. The Board has therefore concluded that the Relevant Distributions
were made otherwise than in accordance with Companies Act 2006.

 

In order to remedy the potential consequences of the Relevant Distributions
having been made otherwise than in accordance with the Companies Act 2006, the
Company is proposing, inter alia, to enter into deeds of release with certain
substantial shareholders and the Directors of the Company to waive and release
them from any and all claims which the Company has or may have in respect of
the Relevant Distributions. The Company entering into these deeds of release
constitute related party transactions pursuant to Rule 13 of the AIM Rules for
Companies, in respect of (i) Liontrust Asset Management Plc, Octopus
Investments Limited and abrdn plc as substantial shareholders (as defined by
the AIM Rules for Companies); and (ii) Andrew Herbert, Stephen Fenby, Stephen
Lamb, Mike Ashley and Hilary Wright as Directors of the Company at the time of
the Relevant Distributions (collectively the "Related Parties").

 

The proposed entry by the Company into the deeds of release with the Related
Parties will not have any effect on the Company's financial position.

 

Alison Seekings, as an independent Director in relation to the related party
transaction, has consulted with Investec Bank plc, in its capacity as the
Company's nominated advisor, and Alison considers that (i) the waiver of
claims against the Related Parties pursuant to this special resolution; and
(ii) the entry into the deed of release with the Related Parties, are fair and
reasonable so far as the shareholders of the Company are concerned.

 

Further details in relation to the special resolution are contained in the
Notice of AGM.

 

The Board encourages shareholders to submit their proxies as early as
possible. The Group will also provide a conference call facility to enable
shareholders to follow the meeting and ask questions remotely if they wish.
Any shareholders who wish to listen to the meeting by such means should
contact the Company Secretary at company.secretary@midwich.com.

 

For further information:

 

 Midwich Group plc                                       +44 (0) 1379 649200
 Stephen Fenby, Managing Director
 Stephen Lamb, Finance Director
 Investec Bank plc (NOMAD and Joint Broker to Midwich)   +44 (0) 20 7597 5970

 Carlton Nelson / Ben Griffiths
 Berenberg (Joint Broker to Midwich)                     +44 (0) 20 3207 7800
 Ben Wright / Richard Andrews
 FTI Consulting                                                +44 (0) 20 3727 1000
 Alex Beagley / Tom Hufton / Matthew Young

                                                         midwich@fticonsulting.com

About Midwich Group

 

Midwich Group is a specialist AV distributor, with operations in the UK and
Ireland, EMEA, Asia Pacific and North America. The Group's long-standing
relationships with over 800 vendors, including blue-chip organisations,
support a comprehensive product portfolio across major audio visual categories
such as displays, projectors, technical AV, broadcast, professional audio,
lighting and unified communications. The Group operates as the sole or largest
in-country distributor for a number of its vendors in their respective product
sets.

 

The Directors attribute this position to the Group's technical expertise,
extensive product knowledge and strong customer service offering built up over
a number of years. The Group has a large and diverse base of over 24,000 trade
customers, most of which are professional AV integrators and IT resellers
serving sectors such as corporate, education, retail, residential and
hospitality.

 

Initially a UK only distributor, the Group now has approximately 1,900
employees across the UK and Ireland, EMEA, North America and Asia Pacific. A
core component of the Group's growth strategy is further expansion of its
international operations and footprint into strategically targeted
jurisdictions.

 

For further information, please visit www.midwichgroupplc.com
(http://www.midwichgroupplc.com/)

 

 

 

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