Ashley (Laura) Hldgs PLC Proposed Related Party Transactions & Notice of GM (0571C)

TIDMALY

RNS Number : 0571C

Ashley (Laura) Hldgs PLC

26 September 2018

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Laura Ashley Holdings plc (the "Company" or "Laura Ashley")

Proposed Related Party Transactions and Notice of General Meeting

The Board of Laura Ashley has become aware of a technical issue in respect of the payment of historic dividends having a total value of approximately GBP14.5 million (together, the "Relevant Distributions").

The Companies Act 2006 ("Act") provides that a public company may pay a dividend out of its distributable profits as shown in the last accounts circulated to members or, if interim accounts are used, those that have been filed at Companies House. The requirement for the relevant accounts to have been filed applies even if the company in question has sufficient distributable profits at the relevant time.

The Company has always filed its statutory accounts on time in accordance with the requirements of the Act. At the time of the payment of the Relevant Distributions the Company had not received sufficient dividends from its subsidiaries to pay such dividends. The Company's subsidiaries had sufficient distributable reserves to pay the Relevant Distributions and subsequently paid dividends to cover the Relevant Distributions which were subsequently reflected in the annual accounts for the year ended 30 June 2017. Therefore, regrettably, the Relevant Distributions were made otherwise than in accordance with the Act.

The Company has today published a Notice with related explanatory circular (the "Circular") convening a General Meeting at which a Resolution will be proposed which will, if passed, give the Board authority to enter into deeds of release and put all potentially affected parties so far as possible in the position in which they were always intended to be had the Relevant Distributions been made in accordance with the procedural requirements of the Act.

The Company has been advised that, as a consequence of the Relevant Distributions having been made otherwise than in accordance with the Act, it may have claims against past and present Shareholders who were recipients of the Relevant Distributions and against persons who were directors of the Company at the time of payment of the Relevant Distributions. It is therefore proposed that the Company enter into a Shareholders' Deed of Release and a Directors' Deed of Release. The consequence of the entry into these deeds by the Company is that the Company will be unable to make any claims against:

(a) past and present shareholders of the Company who were recipients of the Relevant Distributions; and

   (b)     the Directors and Former Directors, 

in each case in respect of the payment of the Relevant Distributions otherwise than in accordance with the Act.

The entry by the Company into the Directors' Deed of Release and the Shareholders' Deed of Release in connection with Substantial Shareholders (as detailed below) constitute related party transactions (as defined in the Listing Rules published by the Financial Conduct Authority). Therefore, the Resolution will also seek the specific approval of the Company's Shareholders for the entry into the Directors' Deed of Release and Shareholders' Deed of Release as related party transactions, in accordance with the requirements of the Listing Rules.

The Notice which is contained in the Circular convenes the General Meeting of the Company for 16 October 2018 which will be held at Corus Hotel Kuala Lumpur, Jalan Ampang, 50450 Kuala Lumpur, Malaysia at 5.15 p.m. (Malaysian time) with video conference facility available to members of the Company at Corus Hotel Hyde Park, Lancaster Gate, London W2 3LG at 10.15 a.m. (UK time) or as soon thereafter the conclusion or adjournment of the General Meeting in connection with the proposed Property Disposal on 16 October 2018.

Directors

Tan Sri Dr Khoo Kay Peng

David Ralph Walton Masters

Ng Kwan Cheong

Seán Thomas Anglim

Wong Nyen Faat

Andrew Khoo Boo Yeow

Professor Jane Margaret Rapley

Leon Yee

Substantial Shareholders

MUI Asia Limited

ABB Nominee (ASING) Sdn Bhd

Bonham Industries Limited

Change of Time of General Meeting in connection with the Proposed Property Disposal

In addition, the Company announces that the time of the General Meeting called for the approval of the proposed disposal by Laura Ashley (Asia) Pte Limited of the whole of Lot 6698A of Mukim 23 together with the building erected thereon and known as at No 29 New Industrial Road, Singapore 536213 (the "Property") to SB (29NIR) Investment PTE. Ltd has been changed to 5.00 p.m. (Malaysian time) and 10.00 a.m. (UK time) on 16 October 2018. A note supplemental to the circular published on 24 August 2018 is also being published today. All other details of the General Meeting in connection with the proposed Property Disposal remain as set out in the notice at the end of the circular dated 24 August 2018.

Enquiries:

 
KC Ng / Seán Anglim           Laura Ashley                020 7880 5100 
Anita Scott / Helen Smith          Brunswick                   020 7404 5959 
Marc Milmo / Catherine Leftley     Cantor Fitzgerald Europe    020 7894 7000 
John Stephan / Susan Jarram        BDO                         020 7486 5888 
 

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September 26, 2018 11:15 ET (15:15 GMT)