REG - Norman Broadbent PLC - Proposed Capital Reduction

Norman BroadbentAnnouncement

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RNS Number : 9460V  Norman Broadbent PLC  10 March 2026

 

Norman Broadbent plc

("Norman Broadbent", the "Group" or the "Company")

 

Publication of Circular relating to Proposed Cancellation of Deferred Shares

Proposed Cancellation of the Share Premium Account

and Notice of General Meeting

 

Norman Broadbent (AIM: NBB), a leading Executive Search and Interim
Management firm, is pleased to announce that in light of the Group's recent
and anticipated further operational progress, the Board believes it is an
appropriate time to create distributable reserves which could provide the
Company with certain flexibility in relation to future distributions of
profits to Shareholders (including by way of dividends and/or acquisitions by
the Company of its own shares), subject to the Company's performance and
compliance with law. The proposed Capital Reduction is intended to support
this objective by simplifying the Company's capital structure and enabling the
creation of distributable reserves for future use.

The mechanism of any creation of distributable reserves is subject to the
completion of a Capital Reduction (so as to create the necessary distributable
reserves) and approval by Shareholders at a general meeting. A circular
explaining the details of and reasons for the proposed Capital Reduction, and
why the Board considers the Capital Reduction to be in the best interests of
the Company and its Shareholders as a whole, has been published today and will
be sent to Shareholders (the "Circular"). The proposed Capital Reduction would
result in, amongst other things, a reduction in the total number of shares in
issue, though the nominal value and number of the Existing Ordinary Shares in
issue would not change.

The purpose of the Capital Reduction is to cancel all existing Deferred Shares
and also to cancel in full the amount standing to the credit of the Company's
Share Premium Account.

As at 31 January 2026, the latest practicable date prior to the publication of
the Circular, the balance standing to the credit of the Share Premium Account
was £14,232,597. It is proposed that the aggregate amount released as a
result of the cancellation of the Deferred Shares and the cancellation of the
Share Premium Account, being £20,532,849, will be credited to a reserve. This
reserve will first be applied to substantially eliminate the existing deficit
on the Company's accumulated profit and loss account, being £19,832,219 as at
31 January 2026. Thereafter, assuming no material change in this level of
accumulated losses prior to the Capital Reduction becoming effective, to
create a pool of distributable reserves. Such distributable reserves may be
used in the future to absorb losses and/or to support distributions or other
returns of value to Shareholders.

A Circular containing full details of the Capital Reduction procedure and a
Notice of General Meeting, which is due to take place at 10:00a.m. on 26 March
2026 at the offices of Cavendish Capital Markets at One Bartholomew Close,
London, EC1A 7BL has today been posted to Shareholders. Part II of the
Circular sets out the Special Resolutions, which are being proposed to
Shareholders in order to facilitate the Share Capital Reduction.

The Capital Reduction is also subject to an appropriate Order of His Majesty's
High Court of Justice in England. The Directors unanimously recommend that
Shareholders vote in favour of the Special Resolutions to be proposed at the
General Meeting as they intend to do so in respect of their beneficial
holdings.

The expected timetable of principal events is set out below. The Circular will
shortly be made available on the Company's corporate website at
www.normanbroadbent.com

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Publication of Circular document                                               10 March 2026
 Latest time for receipt of online proxy votes and Forms of Proxy for the       10:00a.m on 24 March 2026
 General Meeting
 General Meeting                                                                10:00a.m on 26 March 2026
 Expected date of Directions Hearing to provide directions on the Capital       8 April 2026
 Reduction
 Expected date of Confirmation Hearing to confirm Capital Reduction             28 April 2026
 Registration of Court Order and Expected Effective Date for the Share Capital  on or around 6 May 2026
 Reduction

 

Notes

The expected dates for the confirmation of the Capital Reduction by the Court
and the Capital Reduction becoming effective are based on provisional dates
that have been obtained for the required Court hearings of the Company's
application. These provisional hearing dates are subject to change and
dependent on the Court's timetable. If the expected dates of the Court
hearings are changed (and consequently the expected effective date for the
Capital Reduction), the Company will make further notifications via a
Regulatory Information Service.

The timetable assumes that there is no adjournment of the General Meeting. If
there is an adjournment, all subsequent dates are likely to be later than
those shown.

Defined terms used in this announcement are as per the definitions set out in
the Circular to shareholders unless otherwise noted.

Contacts:

 

 Norman Broadbent plc                                                   Via Gracechurch Group
 Kevin Davidson, CEO
 Mehr Malik, CFO

 Cavendish Capital Markets Limited (Nominated Adviser and Broker)       +44 (0)20 7220 0500
 Julian Blunt, Seamus Fricker, Andrea Callaghan - Corporate Finance
 Jasper Berry, Matt Lewis - Sales / Corporate Broking

 Gracechurch Group (Financial Media & Investor Relations)               +44 (0)20 4582 3500
 Murdo Montgomery                                                       normanbroadbent@gracechurchpr.com (mailto:normanbroadbent@gracechurchpr.com)
 Tommy Bryson
 Anysia Virdi

 

About Norman Broadbent:

 

Norman Broadbent (AIM: NBB) is a professional services firm focused on
executive search, senior interim management solutions and bespoke leadership
advisory services working across the UK and internationally.

 

Established as the first UK-headquartered search firm in 1979, the firm has a
40+ year track record of shaping leadership across industries including
Consumer, Financial Services, Industrials, Life Sciences, Investor and TMT.

 

www.normanbroadbent.com
(https://url.avanan.click/v2/___http:/www.normanbroadbent.com___.YXAxZTpzaG9yZWNhcDphOm86OTdhMTRmYzIzZWY1YzM5MDNmNTdhN2E3NGVmZjI1OGI6NjpjYTk0OjY2MDg2Zjg4M2UxOTVmMGJiZDJkMTg4MTNhYjhhODAyNGRhZjkyMDIwNWMyZTE0YTRiOTZlNGIzZDNjMjU5N2Y6cDpU)

 

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