REG - RA Intnl Group PLC - Capital Reduction and Notice of General Meeting

Ra InternationalAnnouncement

02/11/2023 07:00

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RNS Number : 0913S  RA International Group PLC  02 November 2023

2 November 2023

 

RA INTERNATIONAL GROUP PLC

("RA International", "RA" or the "Company")

 

Capital Reduction and Notice of General Meeting

 

RA International Group PLC (AIM: RAI), a specialist provider of complex and
integrated remote site services to organisations globally, announces that a
shareholder circular (the "Circular") containing a notice of general meeting
(the "General Meeting") and Form of Proxy are being posted to shareholders
today and will shortly be made available on the Company's website at:
www.raints.com.

Proposed Capital Reduction

 

As previously disclosed in the Company's Annual Report and Accounts for the
year ended 31 December 2022, the Circular sets out the details of a proposal
to reduce the Company's capital by the cancellation of the Company's share
premium account (which is currently US$ 18,253,608) in order to create
distributable reserves (the "Capital Reduction").

 

As the share premium account has only limited applications and cannot be used
to pay dividends or make share repurchases, the Company is proposing the
Capital Reduction in order to create distributable reserves that will be
available to support the future payment by the Company of dividends to its
shareholders as and when the Board deems is suitable in the future.

 

The Capital Reduction is conditional upon the Company obtaining the approval
of shareholders by special resolution at the General Meeting and confirmation
by the Court. In considering the Company's application, the Court will need to
be satisfied that the interests of any creditors (including contingent
creditors) of the Company, whose debts remain outstanding on the date of the
Court Order are registered and protected, and may require the Company to give
undertakings to the Court to protect creditors. The Board is satisfied that
there is no real likelihood that the Capital Reduction would result in the
Company being unable to discharge a creditor's debt or claim when it falls due
and does not currently expect that any such undertakings will be required.

 

The Company confirms that the Capital Reduction will not have any impact on
the issued shares of the Company and shareholders will continue to hold the
same number and value of shares following completion of the Capital Reduction.

 

General Meeting

 

The General Meeting is to be held at Dentons UK and Middle East LLP, 1 Fleet
Place, London, EC4M 7WS on 22 November 2023 at 13:00 (GMT).

 

All shareholders are encouraged to submit their vote by proxy well in advance
of the meeting.  Details of how to do this are contained in the Notice of
General Meeting. All valid proxy votes (whether submitted electronically or in
hard copy form) will be included in the poll vote to be taken at the meeting.

 

Recommendation

 

The directors of the Company consider that the proposed Capital Reduction to
be considered at the General Meeting is in the best interests of the Company
and its shareholders as a whole. The directors unanimously recommend that you
vote in favour of the proposed special resolution (which, to pass, requires
approval of at least 75% of those votes validly cast in favour of the
resolution) as they intend to do in respect of their own beneficial holdings.

 

Unless otherwise defined in this announcement, all defined terms used in this
announcement shall have the meaning ascribed to them in the Circular.

 

The information communicated in this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law
by virtue of the European Union (Withdrawal) Act 2018, as amended.

 

Enquiries:

 RA International Group PLC                       Via Strand Hanson

 Soraya Narfeldt, Chief Executive Officer

 Lars Narfeldt, Chief Operating Officer

 Strand Hanson (Nominated Adviser and Broker)     +44 (0)207 409 3494

 Ritchie Balmer / James Spinney / David Asquith

About RA International

RA International is a leading provider of services to remote locations. The
Company offers its services through three channels: construction, integrated
facilities management and supply chain, and services two main client groups:
humanitarian and aid agencies and western government organisations focusing on
overseas projects. It has a strong customer base, largely comprising UN
agencies, UK and US government departments and global corporations.

The Company provides comprehensive, flexible, mission critical support to its
clients enabling them to focus on the delivery of their respective businesses
and services. Focusing on integrity and values alongside making on-going
investment in its people, locations and operations has over time created a
reliable and trusted brand within its sector.

 

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