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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Triplearc | LSE:TPA | London | Ordinary Share | GB0031067340 | ORD 5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.92 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:0250P TripleArc PLC 05 January 2007 5 January 2007 TripleArc Plc ('TripleArc' or the 'Company') Proposed Capital Reduction Introduction The Board of TripleArc (the 'Board') announces that it has today posted a circular to its Shareholders (the 'Circular') containing notice of an extraordinary general meeting (the 'EGM') at which a resolution will be proposed to seek, shareholder approval for the proposed cancellation of the Company's share premium account (the "Capital Reduction"). Background to and reasons for the Capital Reduction: In November 2003, the Company completed the acquisition of Access Plus PLC, a transaction which resulted in the creation of a significant share premium reserve. Since this acquisition, the Company has restructured its operations in order to build a solid platform for future growth. However, this restructuring has resulted in the Company incurring substantial exceptional charges that, along with prior year losses, have negatively impacted its balance sheet, in particular, its profit and loss reserve. As a result, the Company has a significant deficit to its distributable reserves and, therefore, despite a positive trading environment, the Board is unable to recommend the payment of dividends. As at 31st December 2005, the profit and loss account of the Company stood in deficit to the sum of #10.095 million. As at the same date, the share premium account of the Company stood at #20.175 million. In order to eliminate the deficit on the Company's profit and loss account, the Board is proposing the Capital Reduction pursuant to which the Company's share premium account will be reduced to zero and such proportion of the sum released as is sanctioned by the Court will be credited to its profit and loss account. Following completion of the Capital Reduction, the deficit on the Company's profit and loss account will be eliminated which, it is hoped, will enable the Company to generate positive distributable reserves in future periods. The Board believes that without the proposed Capital Reduction, it is unlikely that the Company will regain a positive balance on its distributable reserves or be in a position to pay its Shareholders a dividend for a significant period of time. In addition the Board does not feel that the current state of the Company's balance sheet truly reflects the underlying commercial position of the Group and believes that the Group's current capital structure could have a negative impact on its future contract tendering activity. The Capital Reduction Share premium arises on the issue by a company of shares at a premium to their nominal value. The premium is credited to the share premium account of that company. This reserve is treated by statute as a non-distributable capital reserve except to the extent that it is reduced or cancelled. Any such reduction or cancellation must be authorised by a company's shareholders by the approval of a special resolution proposed at a general meeting, and subsequently confirmed by order of the High Court on the application to the Court by the company. The Board believes that the Capital Reduction will be beneficial to Shareholders and are convening an Extraordinary General Meeting for the purpose of proposing a special resolution to approve the Capital Reduction (the "Resolution"). If the Resolution is duly approved, it is the intention of the Board that the Company will thereafter apply to the Court for confirmation of the Capital Reduction. In order to obtain the Court's confirmation of the Capital Reduction, the Company will need to demonstrate to the satisfaction of the Court that none of its creditors (other than those who have consented to it) will be prejudiced by the Capital Reduction. The Capital Reduction takes effect upon the confirming order of the Court being registered by the Company with the Registrar of Companies. The Company has already begun enquiries of those of its major creditors whose consent would be required if the Capital Reduction is to achieve its desired objective and is of the view that all of those from whom it would be desirable to have such consent will duly consent and, indeed, a number have already formally done so. For those creditors from whom no consent is available or to whom no approach for consent has been made, the Company may be obliged to provide security acceptable to the Court in order that the Capital Reduction can be confirmed on the basis of the amount of the reduction of the share premium account being credited to the profit and loss account. If, in the timetable proposed, the Company is unable to obtain either consent from, or provide security to, all such creditors, then an amount of the Capital Reduction, when confirmed by the Court, will remain non-distributable until any outstanding consents have been obtained or the relevant obligations have been discharged. The Board reserves the right to abandon or discontinue any application to the Court and hence the Capital Reduction if it believes that the terms required to obtain confirmation from the Court are unsatisfactory to the Company and its Shareholders. The Capital Reduction will not affect the voting or dividend rights on a return of capital to Shareholders. EGM The Circular contains a notice convening the EGM, to be held at the offices of Hammonds, 7 Devonshire Square, Cutlers Gardens, London EC2M 4YH on 30th January 2007 at 10 am at which the Resolution will be proposed to approve the Capital Reduction. To become effective, the Resolution requires the approval of 75 per cent. of Shareholders voting at the EGM, in person or by proxy. The Board considers that the Capital Reduction is in the best interests of the Company and Shareholders as a whole and, accordingly, is unanimously recommending that Shareholders vote in favour of the Resolution to be proposed at the EGM, as they intend to do so in respect of their own beneficial holdings which in aggregate amount to 5,817,127 Ordinary Shares, representing approximately 2.8 percent of the Company's issued share capital. Expected Timetable of Principal Events The latest time and date for receipt of Form of Proxy to be valid at the Extraordinary General Meeting is 10am on 26th January 2007. The Extraordinary General Meeting itself will take place at 10am on 30th January 2007. - ENDS - Enquiries TripleArc Plc 0117 933 1000 Jason Cromack (Chief Executive Officer) Richard Hodgson (Chief Financial Officer) This information is provided by RNS The company news service from the London Stock Exchange END MSCDZLFBDFBXBBZ
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