REG - SThree plc - Notice of GM

SThreeAnnouncement

05/09/2025 07:02

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RNS Number : 0979Y  SThree plc  05 September 2025

5 September 2025

STHREE PLC

Publication of Circular and Notice of General Meeting

As noted in the financial results of SThree Plc (the "Company") for the six
months ended 31 May 2025 (the "Results Announcement"), the Directors have
determined that certain distributions, being the FY24 interim dividend paid 6
December 2024, the FY24 final dividend paid 6 June 2025, and the share buyback
programme undertaken from December 2024 to May 2025 (together, the "Relevant
Distributions"), did not comply fully with the technical requirements of the
Companies Act 2006 (the "Act"). The Group as a whole has, at all times, had
sufficient profits and other distributable reserves to pay the Relevant
Distributions, however the Company itself had insufficient distributable
reserves at the time the Relevant Distributions were made.

As noted in the Results Announcement, this issue only impacts the prior
Relevant Distributions mentioned above, and there is no change to the
financial outlook of the Company as a consequence. The matter has no impact on
the Company's intentions or ability to continue returning capital to
shareholders in line with its capital allocation policy. The Company's past
accounts will not need to be restated and no repayments are expected in
respect of any of the Relevant Distributions.

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

The Board has taken steps to remedy the situation and the Company will today
publish and make available to shareholders a circular (the "Circular")
containing a notice convening a general meeting at which a special resolution
will be proposed which will, if passed, address the situation and put all
potentially affected 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.

The general meeting of the Company is being convened for 11.00 a.m. on 1
October 2025 at Level 16, 8 Bishopsgate, London, England, EC2N 4BQ.

The Circular 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 Dividends to repay the amounts
so received, and against persons who were directors of the Company at the time
of payment of the Dividends and entry into the Buy-backs (the "Relevant
Directors").

The entry by the Company into a deed of release in respect of the claims it
may have in connection with the Relevant Distributions against the Relevant
Directors constitutes a related party transaction (as defined in the UK
Listing Rules). Accordingly, as provided for in UK Listing Rule 8.2.1R, the
Board has obtained an opinion from Investec and Berenberg , acting in their
capacity as joint sponsor to the Company, that each of: (i) the waiver of
claims in connection with the Dividends and the Buy-backs against the Relevant
Directors; 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.

As the Buy-backs were conducted at a time when the Company did not have
sufficient distributable profits, title to the shares which were the subject
of such buybacks has not transferred to the Company from Investec or Berenberg
who were acting as the Company's brokers in relation to the Buy-backs. The
Company is therefore also proposing, and seeking approval from shareholders at
the General Meeting, to enter into a deed with each of Investec and Berenberg
in order, inter alia, to effect the lawful transfer of the shares that were
subject of the Buy-backs, thereby transferring equitable title in the relevant
shares from each of them (as appropriate) to the Company.

In accordance with UK Listing Rule 6.4.1, a copy of the Circular 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.sthree.com/en-gb/investor-centre/
(https://www.sthree.com/en-gb/investor-centre/)

Capitalised terms used but not otherwise defined in this announcement have the
meaning given to them in the Circular.

 Enquiries
 SThree plc
 Timo Lehne, CEO                                                                                                                    via Alma
 Andrew Beach, CFO
 Keren Oser, Investor Relations Director
 Charlie Hildesley, Investor Relations Manager

 Alma Strategic Communications                                                                                                      +44 20 3405 0205
                                                                                                                                    SThree@almastrategic.com (mailto:SThree@almastrategic.com)
 Rebecca
 Sanders-Hewett
 Hilary
 Buchanan

 Sam Modlin
 Will Ellis Hancock

 

 

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