Notice of EGM

RNS Number:1806X
County Contact Centres PLC
25 May 2007


25 May 2007
County Contact Centres PLC



County Contact Centres PLC (the "Company")



Notice of EGM



The Company announces that it has today posted a circular to shareholders
setting out the details of a recommended proposed cancellation of the Company's
share premium account.



The full text of the Chairman's letter contained within the circular is set out
below.  Definitions in the announcement shall bear the same meaning as those
contained in the circular to Shareholders.





Dear Shareholder



Cancellation of share premium account



Introduction



I am writing to you today with details of your Board's proposal to seek
Shareholder approval to a cancellation of the Company's share premium account
(the "Cancellation") at an Extraordinary General Meeting.   This will eliminate
or substantially reduce the deficit on the Company's profit and loss account.
Subject to the Court's requirements for the protection of the interests of the
Company's creditors, any surplus arising on the proposed Cancellation will be
credited to the Company's profit and loss account.  The Cancellation will enable
the Company to distribute profits generated after the proposed Cancellation
takes effect (and any surplus reserve arising on the Cancellation which is not
required by the Court to be non-distributable) by way of dividend should the
Board consider it appropriate to do so in the future.



Background to the proposal



The Act prevents a company from purchasing its own shares or paying dividends
where the company does not have sufficient distributable profits to do so.



The audited balance sheet of the Company reveals a retained loss of #6,134,827
as at 30 June 2006, arising from an inter company bad debt provision taken on
the operating subsidiary losses incurred during the Group's 7 year life. However
#5 million of these Group losses were incurred in periods prior to June 2002,
when the company's principal activities related to the operation of an Internet
based business directory. Your Board considers these losses to be permanent in
nature and that the deficit does not reflect the reality of the Group's current
trading position.  The deficit has the potential to impact upon the ability of
the Group to expand and strengthen its business going forward.  As at 31
December 2006, the accumulated deficit had been reduced to #5,855,830.  Whilst
the Group continues to trade profitably, without the proposed Cancellation it is
anticipated that it would take a considerable period of time before the Company
was in a position to declare and pay dividends.



Share Premium Account



When a company issues shares at a value that represents a premium over their
nominal value, it is required to transfer the premium to a share premium
account.  The amount standing to the credit of a share premium account may only
be used for certain purposes.



In order to eliminate the deficit in the Company's profit and loss account the
Board has decided to seek Shareholders' authority to cancel the whole of the
Company's share premium account, which stood at #6,045,563 as at 30 June 2006.
The reserve arising on the Cancellation can be utilised in reducing or
eliminating (depending on the Company's trading) the accumulated deficit on the
Company's profit and loss account as at the date the proposed Cancellation takes
effect.  Subject to protecting the interests of the Company's creditors, any
surplus arising may be utilised in creating distributable reserves.  The Board
will recommend the payment of dividends in the future as and when they consider
such dividends to be appropriate.



The most recent reported results show a significant improvement with the Group
realising a net profit for the last eighteen months.  However, whilst the
balance on the Company's profit and loss account remains in deficit, the Company
is prohibited by the Act from paying dividends. The proposed Cancellation will
eliminate the entire deficit on the profit and loss account.



It is anticipated that the Court Order confirming the Cancellation (if approved
by the Court) will be made on 18 July 2007.



The Cancellation will only take effect on the date that an office copy of the
Court Order is duly registered by the Registrar of Companies (the "Effective
Date"). It is expected that the Court Order will have been registered by 28 July
2007.



In order to obtain the Court's approval to the reduction, the Court will require
protection for the creditors of the Company whose debts and claims remain
outstanding at the Effective Date.  The Company proposes to seek the consent of
certain of its long term creditors to the Cancellation. Appropriate arrangements
will be made, with the approval of the Court, for the protection of any
creditors of the Company who have not consented to the reduction.  The terms of
such protection are for the Court to determine and the Company will give to the
Court such undertakings as it is advised are appropriate.



Procedure for Reduction



The Cancellation requires the sanction of a special resolution of the
Shareholders and the approval of the High Court.



Following the passing of the special resolution by Shareholders at the EGM an
application will be made to the High Court to confirm the Cancellation.



Effects of the cancellation of the Share Premium Account



The Cancellation will leave the Company's total capital, reserves and net assets
unchanged and the underlying value of the Company and the net asset value of
your shares will be unaffected. The respective positions of the capital of the
Company as affected by the proposed cancellation of the Share Premium Account
(excluding the effect of any liabilities or after tax profits after 30 June
2006) and subject to any creditor protection required, are illustrated below as
at 30 June 2006:


                                                                         Before             After
                                                                              #                 #
     Called up Share Capital                                            297,908           297,908
     Share Premium Account                                            6,045,563                 -
     Profit and Loss Account                                        (6,134,827)          (89,264)
                                                                 --------------    --------------
     Total Capital and Reserves                                         208,644           208,644
                                                                 --------------    --------------





Extraordinary General Meeting



Notice of an Extraordinary General Meeting to be held on 21 June 2007, at which
a special resolution to approve the Cancellation will be proposed, is set out at
the end of this document.



Action to be taken



You will find herewith a Form of Proxy for use at the Extraordinary General
Meeting. Whether or

not you intend to be present at the meeting, you are requested to complete the
Form of Proxy and return it in accordance with the instructions printed thereon
so that it is received as soon as possible and in any event not later than 48
hours before the time fixed for the meeting. Completion and return of a Form of
Proxy will not prevent you from attending the meeting and voting should you wish
to do so.



Directors' recommendation and intentions



The Directors believe that the proposal described in this document is in the
best interests of the Shareholders as a whole. Accordingly, the Directors
unanimously recommend you to vote in favour of the resolution to be proposed at
the Company's Extraordinary General Meeting, which will authorise the
cancellation of the Company's share premium account, as they intend to do in
respect of their aggregate beneficial holdings of 4,951,994 Shares representing
16.6 per cent. of the issued ordinary share capital of the Company.



Yours faithfully,



Philip Dayer
Chairman








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