Amino Technologies PLC Publication of Circular, Notice of General Meeting (8219V)

TIDMAMO

RNS Number : 8219V

Amino Technologies PLC

11 August 2020

AMINO TECHNOLOGIES PLC

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

Publication of Circular and Notice of General Meeting

Amino Technologies plc (LSE: AMO), the global provider of media and entertainment technology solutions to network operators, announces that it is today publishing, and will post to shareholders, an explanatory circular (the "Circular") convening a general meeting to be held on 4 September 2020 (the "General Meeting").

All capitalised terms in this announcement are as defined in the Circular.

Proposed New Articles of Association

In the course of determining how best to hold this year's AGM it became evident that the Company's existing articles of association (the "Existing Articles") did not provide for arrangements to be made in order to allow Shareholders to participate in, and count towards the quorum of, a general meeting involving satellite locations or attendance by electronic means. While it is to be hoped that circumstances requiring such arrangements to the exclusion of physical attendance will not arise again in the future, having the flexibility to deal with them if they do arise is regarded by the Board as important. In addition, the Board believes that being able to offer the facility of remote and/or electronic participation to Shareholders is likely, as technology evolves and related market practice in holding shareholder meetings develops, to be increasingly welcomed by Shareholders.

The Board has therefore decided to seek Shareholders' consent to make these changes and to take the opportunity to update a number of other aspects of the Existing Articles that have become outdated with the passage of time since they were adopted in 2010.

The Company is proposing a resolution at the General Meeting to adopt new articles of association (the "New Articles") in place of the Existing Articles. The principal differences between the Existing Articles and the New Articles are summarised in section A of Part 2 (Business of the General Meeting) of the Circular.

Dividend Rectification

Since the Company's Annual General Meeting on 16 April 2020, the Board has become aware of an irregularity concerning technical compliance with the 2006 Act in respect of the final dividend of GBP4.11m paid to shareholders on 26 April 2019 (the "Final Dividend") and the interim dividend of GBP1.55m paid to shareholders on 2 September 2019 (the "Interim Dividend") (the Final Dividend and the Interim Dividend together referred to as the "Dividends" and each, a "Dividend").

Under the Companies Act 2006, as amended ("2006 Act") a public limited company may pay a dividend only out of its distributable profits as shown in the last accounts filed with the Registrar of Companies. In addition to having sufficient distributable profits, the 2006 Act provides that a public limited company may only pay a dividend:

i. if at the time the dividend is paid the amount of its net assets is not less than the aggregate of its called-up share capital and undistributable reserves; and

ii. if, and to the extent that, the dividend does not reduce the amount of those net assets to less than the aggregate amount of its called-up share capital and undistributable reserves.

Where a company's annual accounts show insufficient distributable profits to make a distribution, a company may make a distribution by reference to interim accounts (as defined in the 2006 Act) if those interim accounts are filed with the Registrar of Companies prior to the payment of the relevant dividend.

Regrettably, as a result of an administrative oversight, the funding of the Dividends from a subsidiary company (which had distributable reserves of in total GBP4,016,632 as at the year ended 30 November 2018) were not recorded as distributions from that subsidiary to the Company as they should have been, but as intra-group loans. As a consequence, while the members of the Group as a whole had available distributable reserves greater than the Dividends, the requisite distributable reserves were not available within the Company itself prior to the payment of the Dividends. Furthermore, as the Company's then last annual accounts (being those for the period ended 30 November 2018) did not show the necessary distributable reserves or net assets, interim accounts should have been prepared and filed with the Registrar of Companies prior to the payment of each Dividend. Following the discovery of the irregularity, the Company has now received distributions of GBP13,864,287.62 in aggregate and therefore, as at the date to which the Interim Accounts were prepared (31 May 2020), the Company had distributable reserves of GBP13,386,353 net of the Dividends.

The Company has been advised that, as a consequence of the Dividends having been paid otherwise than in accordance with the 2006 Act, the Dividends are technically unlawful and that the Company may have claims against past and present shareholders who were recipients of each Dividend and against the directors of the Company in office at the time of the payment of each Dividend.

The Board notes, however, that the Company has no intention of bringing any such claims and that the Group's historic reported trading results and financial condition and ability to pay future dividends are entirely unaffected by this matter.

In order to put all potentially affected parties so far as possible in the position in which they were always intended to be had the Dividends been made in accordance with the 2006 Act, the Company is proposing a resolution at the General Meeting authorising a number of rectifying actions (the "Dividend Resolution"). Full details of the rectifying actions are set out in section B of Part 2 (Business of the General Meeting) of the Circular.

The approach that the Company is proposing in relation to the Dividends is consistent with the approach taken by other UK incorporated AIM quoted and listed companies who have made distributions otherwise than in technical compliance with the 2006 Act.

Non-Executive Directors' fees cap

The Existing Articles provide that the fees payable to the non-executive directors of the Company may not exceed an annual amount of GBP150,000 in aggregate. The articles of association of the Company in force before 2010 (when the Existing Articles were adopted) contained the same limit. In the course of reviewing the Existing Articles for the purpose of considering their replacement, it has come to the Board's attention that the Company, in each of its financial years from and including 30 November 2012, and in its financial year ended 30 November 2008, paid fees to its non-executive Directors that, in aggregate, exceeded GBP150,000 (together, the "Relevant Non-executive Fees"). All such payments were made in accordance with the relevant non-executive Directors' letters of appointment, were disclosed to Shareholders in the Company's annual reports and were subsequently approved by Shareholders each year as part of the vote on the Company's remuneration report at the following annual general meeting.

Nonetheless, the Company has been advised that, as a consequence of the Relevant Non-executive Fees having exceeded the cap in the Relevant Articles, such payments were in breach of the Relevant Articles and therefore the Company may have claims against past and present non-executive Directors who were recipients of these payments and against the directors of the Company in office at the time such payments were agreed to be made and/or were made.

The Board notes, however, that the Company has no intention of bringing any such claims and that the Group's historic reported trading results and financial condition are entirely unaffected by this matter.

In order to put all potentially affected parties so far as possible in the position in which they were always intended to be had the Relevant Non-executive Fees been compliant with the Relevant Articles, or been otherwise approved in advance by Shareholders, the Company is proposing a resolution at the General Meeting authorising a number of rectifying actions (the "NED Fees Resolution"). Full details of the proposed rectifying actions are set out in section C of Part 2 (Business of the General Meeting) of the Circular.

The Board believes that it is necessary to increase the cap from GBP150,000 to an annual amount of GBP300,000 in aggregate. This would allow the Company some headroom in relation to any further appointments of non-executive directors, whether to fill vacancies or to appoint additional non-executive directors, and to ensure that the fees payable to non-executive directors reflect the workload expected of them in the future. The level of fees paid to the non-executive directors will continue to be monitored by the Board to ensure they remain in line with market practice. The New Articles proposed for adoption pursuant to the New Articles Resolution contain a cap of an annual amount of GBP300,000 in aggregate.

Related Party Transactions

Dividend Resolution

The Company entering into the Shareholders' Deed of Release and consequential waiver of any rights of the Company to make claims against the past and present Shareholders who were recipients of each Dividend in respect of each Dividend constitute related party transactions pursuant to Rule 13 of the AIM Rules, in respect of:

i. Premier Miton Asset Management Limited and Kestrel Partners LLP who each own Shares totalling 10 per cent. or more of the total votes able to be cast at a general meeting of the Company; and

ii. M&G Investment Management who owned Shares totalling 10 per cent. or more at the time the Final Dividend was paid by the Company.

In addition, the Company entering into the Directors' Dividend Deed of Release and consequential waiver of any rights of the Company to make claims against each of the Directors (other than the Independent Director) and against each of the Retired 2019 Directors in respect of the Dividends, constitute related party transactions pursuant to Rule 13 of the AIM Rules as each of the Directors (other than the Independent Director) and each of the Retired 2019 Directors is a related party for the purposes of the AIM Rules.

Joachim Bergman, Co-CEO of 24i, who joined the Board after the payment of the Dividends, is the sole Independent Director. Having consulted with finnCap in its capacity as nominated adviser to the Company for the purposes of the AIM Rules, the Independent Director considers that the Dividend Resolution and the Company entering into the Shareholders' Deed of Release and the Directors' Dividend Deed of Release, are fair and reasonable insofar as Shareholders are concerned.

The Independent Director considers that the Dividend Resolution and the Company entering into the Shareholders' Deed of Release and the Directors' Dividend Deed of Release are in the best interests of the Company and Shareholders as a whole. Accordingly, the Independent Director recommends that Shareholders vote in favour of the Dividend Resolution.

NED Fees Resolution

The Company entering into the Directors' NED Fee Deed of Release and consequential waiver of any rights of the Company to make claims against the current Directors, Former Directors and Relevant NEDs in respect of the Relevant NED Fees, constitute related party transactions pursuant to Rule 13 of the AIM Rules as each of the current Directors and those of the Former Directors who have held office within the last 12 months are related parties for the purposes of the AIM Rules.

In lieu of any independent directors' recommendation in relation to the NED Fees Resolution, in order to provide a statement as to what is fair and reasonable, and specifically due to all the Directors being interested in the NED fees Resolution, finnCap in its capacity as nominated adviser to the Company for the purposes of the AIM Rules considers that the NED Fees Resolution and specifically the Company entering into the Directors' NED Fee Deed of Release is fair and reasonable insofar as Shareholders are concerned.

General Meeting

Enclosed within the Circular is a notice of the General Meeting to be held at 9.00 a.m. on 4 September 2020 at the offices of Bryan Cave Leighton Paisner LLP, Governor's House, 5 Laurence Pountney Hill, London EC4R 0BR.

The attention of Shareholders is drawn to the fact that, in view of current guidance relating to the conduct of general meetings issued in response to the COVID-19 pandemic and to ensure the safety of our personnel and Shareholders, the General Meeting will be run as a closed meeting. Only a small number of Directors and employee shareholders will be permitted to attend the General Meeting to satisfy the quorum requirements and to ensure the proper conduct of the meeting. Therefore, Shareholders should not attend the meeting in person and will not be admitted if they do seek to attend. Shareholders are strongly encouraged to appoint the Chairman of the General Meeting as their proxy. Should these arrangements change in response to updated UK Government guidance, the Board will communicate any such changes to Shareholders through a Regulatory Information Service.

A hard copy of the Circular will be posted to Shareholders. The Circular will also be available to view on the Company's website at, https://www.aminotechnologies.com/shareholder-info/agm-details , and at the registered office of the Company Botanic House, 100 Hills Road, Cambridge CB2 1PH (strictly by prior appointment and subject to any measures as regards COVID-19 to ensure the safety of Shareholders) from 28 August 2020 up to the time of the General Meeting.

For further information please contact:

 
Amino Technologies PLC                         [phone] 
Donald McGarva, Chief Executive Officer 
Mark Carlisle, Chief Financial Officer 
 
finnCap Ltd (NOMAD and Broker)                 [phone] 
Matt Goode / Simon Hicks (Corporate Finance) 
 Tim Redfern / Richard Chambers (ECM) 
 
FTI Consulting LLP (Financial PR)              [phone] 
Jamie Ricketts / Chris Birt / Gregory Hynes 
 

About Amino Technologies plc

Amino Technologies plc is a new breed of Media Tech business, focused on enabling operators to meet the challenge of the rapidly converging worlds of broadcast and next-generation streaming services. We believe the operators that will succeed will be those that allow consumers to control how, when and where they "watch TV" and consume video. The smart operator will enable each consumer to define what TV means to them.

It is our mission to anticipate the technological and consumer behavioural trends so that we can keep on creating the solutions that enable operators and media companies to drive growth in engagement and profitability while embracing the inevitable disruption to the video market. The Group meets these challenges through combining its award-winning IP/cloud platforms and deep deployment expertise to create solutions that enable our customers to design and deliver innovative and profitable next-generation video experiences.

Amino Technologies plc consists of two operating companies providing transformational media experiences: Amino Communications, with TV-centric solutions and 24i, focused on streaming and OTT experiences.

Since foundation, Amino Technologies has been committed to the power of IP and how it transforms the TV experience. Our commitment is to harness the most relevant technologies and actionable data to continually create the very best video platforms and experiences.

24i and Amino Communications are subsidiaries of Amino Technologies PLC which is listed on the London Stock Exchange Alternative Investment Market (AIM: symbol AMO), headquartered in Cambridge, Amino has offices in New York, Los Angeles, San Francisco, Amsterdam, Helsinki, Madrid, Porto, Brno and Hong Kong. For more details, visit https://investor.aminocom.com/

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August 11, 2020 09:01 ET (13:01 GMT)