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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Mereo Biopharma Group Plc | LSE:MPH | London | Ordinary Share | GB00BZ4G2K23 | ORD GBP0.003 (REG S) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 26.50 | 26.00 | 27.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:4274O Marchpole Holdings PLC 07 August 2003 FOR IMMEDIATE RELEASE : 7 AUGUST 2003 Marchpole Holdings plc ('Marchpole' or the 'Company') Cancellation of Deferred Shares and reduction of share premium account The following text has been extracted from a circular dated 7 August 2003 sent to all shareholders in the Company today containing a letter from the chairman of Marchpole which explains the background to the board's decision to seek shareholders' authority for the Company to cancel the Deferred Shares of 1p each in the capital of the Company and reduce its share premium account: 'Introduction At 31 March 2003, the Company had accumulated losses on its profit and loss account of approximately #36,766,000. These losses have arisen principally as a result of reduced profitability of the Company's main operating subsidiary, Marchpole Group Limited, over a period of years to 2002, resulting in the Company writing down its investment in Marchpole Group Limited in 2002 by #37,526,000. The existence of these losses will prevent the Company from paying any dividends to Shareholders out of future profits until such losses have been eliminated. Given the substantial size of the losses there is, in the opinion of the Board, no reasonable prospect of them being eliminated in the short term. The Deferred Shares were created by means of a special resolution passed at the Company's annual general meeting in 2002 as a result of a reorganisation of the Company's share capital involving the consolidation and sub-division of the ordinary shares of 20p each in the capital of the Company then in issue. The Deferred Shares have no economic value and the Directors' expectation when created was that they would be cancelled in due course. Since the flotation of the Company in 1997, the Company has had a substantial share premium account arising on the issue of shares for cash at prices in excess of the nominal value of those shares. At the date of this document, the balance on the share premium account is approximately #15,626,000. Reason for the Proposals The Directors consider that the accumulated losses reflected in the Company's profit and loss account represent a permanent loss of capital and they propose that the permanence of this loss should be recognised by eliminating fully the deficit on the profit and loss account. This would be achieved by the cancellation of the entire class of Deferred Shares comprising #22,696,368 of paid up share capital and reducing the amount standing to the Company's share premium account by #14,070,000 to #1,556,000. The rights attaching to the Deferred Shares entitle the payment of no more than 1p in total to each holder of Deferred Shares for his/her entire holding of Deferred Shares. The cancellation of Deferred Shares is proposed to be implemented without the 1p repayment since the payment of 1p would impose on the Company an administrative burden out of proportion to the benefit to the holders of Deferred Shares. A Class Meeting of the holders of Deferred Shares is necessary to approve their cancellation without such repayment and to give their consent to any variation of class rights this represents. Eliminating the deficit on the profit and loss account will enable the Company to pay dividends, in due course, out of any future profits credited to that account. It is the Board's stated intention to return to the payment of a dividend at the earliest practicable opportunity. Effect of the Proposals Implementation of the Proposals will have the effect of cancelling the entire class of Deferred Shares. The number of Ordinary Shares in issue and the amount paid up on each such share will not be affected by the Proposals. The effect the Proposals will have on shareholders' funds is set out below: Before implementation of After implementation of the Proposals (#'000) the Proposals (#'000) Share capital 23,901 1,205 Share premium 15,626 1,556 Profit and loss account (36,766) - Shareholders' funds 2,761 2,761 As soon as practicable after the passing of the Resolutions at the Extraordinary General Meeting, application will be made to the Court to confirm the reduction. In giving its confirmation, the Court is generally concerned to protect the interests of creditors at the date of the proposed capital reduction and may require certain forms of protection from the Company such as an undertaking to create a special reserve equal to the amount of any undistributed profits arising prior to the Effective Date, which reserve shall remain undistributable for so long as the Company's creditors at the Effective Date remain undischarged. The proposed cancellation of amounts standing to the credit of the Company's share premium account and the reduction of the Company's share capital will become effective once the order confirming the reduction is registered with the Registrar of Companies. In these circumstances, it is anticipated that confirmation will be obtained from the Court by the end of September 2003. The Proposals, if carried through, would not have any effect on the tax position of the Company. Extraordinary General Meeting and Class Meeting An Extraordinary General Meeting of the Company is to be held at Founders Hall, 3 Cloth Fair, London EC1A 7AD at 9.30 am on 1 September 2003 or immediately following the conclusion of the Company's annual general meeting, whichever is the later. Notice convening such meeting is set out on page 6 of this document. At this meeting, the Resolutions will be proposed respectively to approve the cancellation of the entire class of Deferred Shares (subject to and conditional upon the resolution at the Class Meeting being passed) and reduction of the share premium account. To be passed the Resolutions will each require a 75 per cent. majority of the votes cast in person or by proxy at the EGM. A Class Meeting of the holders of the Deferred Shares is to be held at Founders Hall, 3 Cloth Fair, London EC1A 7AD at 9.35 am on 1 September 2003 or immediately following the conclusion of the EGM, whichever is the later. Notice convening such meeting is set out on page 7 of this document. At this meeting an extraordinary resolution to approve the cancellation of the entire class of Deferred Shares without any repayment will be proposed. To be passed, the resolution will require a 75 per cent. majority of the votes cast in person or by proxy at the Class Meeting. Recommendation The Board believes that both the proposed cancellation of the Deferred Shares and the reduction of the Company's share premium account described in this circular are in the best interests of shareholders as a whole. Accordingly, the Board recommends Shareholders to vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting and the resolution to be proposed at the Class Meeting, as they intend to do in respect of their own beneficial holdings totalling 1,500,000 Ordinary Shares, representing approximately 1.2% per cent. of the existing issued share capital of the Company. Yours faithfully Christopher Phillips Chairman' Unless the context otherwise requires, the definitions contained in this announcement are the same as those used in the circular to shareholders dated 7 August 2003. 7 August 2003 For further information contact Justin Hampshire, Marchpole 020 7908 7777 Jonathan Nelson/Simon Edwards, Shore Capital 020 7408 4090 This information is provided by RNS The company news service from the London Stock Exchange END CARPRMLTMMMMMLJ
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