TIDMAMPH
RNS Number : 8926H
Aggregated Micro Power Holdings PLC
16 March 2018
Aggregated Micro Power Holdings plc
("AMP", the "Company" or the "Group")
Proposed Capital Reduction
Notice of General Meeting
Aggregated Micro Power Holdings plc (AIM: AMPH), a distributed
energy company specialising in the sale of wood fuels and the
financing and installation of distributed energy projects including
biomass boiler ESCOs (Energy Supply Contracts), stand by power
generation and battery storage facilities, announces that the
Company will later today post a circular (the "Circular") to
shareholders of the Company (the "Shareholders") detailing a
proposed capital reduction of the Company's share premium account
(the "Capital Reduction") and to convene a general meeting of the
Company (the "General Meeting"), the purpose of which is to enable
Shareholders to approve the Capital Reduction.
The Company does not currently have distributable reserves and
is therefore prohibited from making distributions to Shareholders,
including the payment of dividends. The Board believes it is an
appropriate time to create distributable reserves, which, should it
be considered desirable to do so, would allow the Company to pay
dividends in the future, and is therefore proposing the Capital
Reduction to effect this.
A copy of the Circular will shortly be available on the
Company's website at www.ampplc.com.
Below are extracts from the Circular which should be read in
conjunction with the full text. Defined terms used in this
announcement have the meaning ascribed to them in the Circular.
Background to and reasons for the Capital Reduction
As set out in the audited accounts of the Company for the year
ended 31 March 2017, the share premium account of the Company
totalled GBP12,519,616 and the Company had a profit and loss
account deficit of GBP11,051,996. The share premium account was
further increased in November 2017 in connection with a placing by
the Company and as at the date of this Circular stood at
GBP22,726,487. A share premium account is an undistributable
reserve and, accordingly, the purposes for which the Company can
use it are extremely restricted. The Capital Reduction aims to
eliminate the profit and loss deficit and create distributable
reserves for the Company by cancelling the amount standing to the
credit of the share premium account and transferring it to the
Company's profit and loss account.
By reducing its capital in this way, the Company increases its
flexibility to pay dividends in the future, subject to the
financial performance of the Company. However, the Company has not
made any capital reduction or decision as to the use of any
positive distributable reserves generated from the Capital
Reduction. Should Shareholders vote in favour of the Capital
Reduction and court approval for the Capital Reduction is obtained,
this process will not conclude until May 2018 and therefore the
Company does not intend to pay a dividend in respect of the
financial year ending 31 March 2018.
The Capital Reduction is conditional upon the passing of the
Resolution set out in the notice of the General Meeting, as well as
Court approval being obtained.
Principal terms of and conditions to the Capital Reduction
Under the 2006 Act, companies are only permitted to make
distributions to shareholders from distributable reserves.
In order to eliminate the deficit on the Company's profit and
loss account and create distributable reserves, it is proposed that
the balance standing to the credit of the share premium account be
cancelled.
This cancellation, if approved by the Court, will create
realised profits that may be transferred to a special reserve,
which would remain pending the protection or consent of any
creditors (or contingent creditors) of the Company in existence at
the date of the Capital Reduction (if any). Alternatively, the
Court may dispense with the requirement for the creation of a
special reserve and the realised profits may be credited directly
to the Company's profit and loss account.
In the instance that a special reserve is required, any
distributions made by the Company must be paid out of profits of
the Company earned subsequent to the date of the Capital Reduction.
The special reserve can also be eliminated if the creditors at the
time of the Capital Reduction are protected through other means
(such as bank guarantees or blocked accounts). It should be noted
that the Company may need to offer undertakings to the Court in
this regard. Subsequent losses of the Company can reduce the
special reserve (such losses being applied to this reserve rather
than the profit and loss account).
As directed by the 2006 Act, the Capital Reduction requires
approval of the Shareholders and then subsequent confirmation of
the Court. If the Capital Reduction is passed by the Shareholders,
it is anticipated that proceedings to obtain confirmation from the
Court will be undertaken as soon as possible. The final hearing
where the Court may confirm the Capital Reduction is to take place
on or around 1 May 2018.
Following the implementation of the Capital Reduction, there
will be no change in the nominal value of the Ordinary Shares or
the number of Ordinary Shares in issue. No new share certificates
will be issued as a result of the Capital Reduction.
The Capital Reduction per se will not involve any distribution
or repayment of share premium by the Company and will not reduce
the underlying net assets of the Company.
The General Meeting
Implementation of the Capital Reduction requires the Resolution
to be passed at the General Meeting, which is to be held on 11
April 2018 at 10.00 a.m. Notice of the General Meeting is given on
page 8 of the Circular.
This contains the Resolution which will be proposed as a special
resolution at the General Meeting, the passing of which will
require not less than 75 per cent. of the votes cast voting in
favour of the Resolution.
In summary, the Resolution proposes to cancel the amount
standing to the credit of the share premium account.
Directors' recommendation
The Directors consider the Capital Reduction to be in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that
Shareholders vote in favour of the Resolution to be proposed at the
General Meeting as the Directors intend to do in respect of
11,135,700 Ordinary Shares which in aggregate they beneficially own
or control, representing approximately 25.8 per cent. of the
existing issued ordinary share capital of the Company.
Expected Timetable of Principal Events
Publication of this document 16 March 2018
Latest time and date for receipt 10.00 a.m. on 9
of Forms of Proxy April 2018
Last time and date for receipt 10.00 a.m. on 9
of CREST Proxy Instructions April 2018
General Meeting 10.00 a.m. on 11
April 2018
Date of Court hearing to confirm 1 May 2018
the Capital Reduction
Capital Reduction takes effect 2 May 2018
on or around
The dates and times given in this Circular are based on the
Company's current expectations and may be subject to change. If any
of the details contained in the timetable above should change, the
revised times and dates will be notified to Shareholders by means
of an announcement through a Regulatory Information Service. All
references to time and dates in this circular are to time and dates
in London.
Enquiries:
Aggregated Micro Power Holdings plc Tel: 020 7382 7800
Neil Eckert, Executive Chairman
Richard Burrell, CEO
Helene Crook, Investor Relations
finnCap Ltd (NOMAD & Broker) Tel: 020 7220 0500
Ed Frisby/Simon Hicks (corporate finance)
Stephen Norcross/Sultan Awan (corporate broking)
Haggie Partners (Financial PR) Tel: 020 7562 4444
Peter Rigby/Brian Norris
Notes to Editors:
About Aggregated Micro Power Holdings plc
The AMP Group was established to develop, own and operate
renewable energy generating facilities. It specialises in the sale
of wood fuels and in the installation of distributed energy
projects. AMP's wholly owned subsidiary Forest Fuels sells high
quality wood chip and wood pellet to end customers throughout the
UK, while its projects division installs biomass boiler and biomass
CHP systems for a wide range of applications and customers. AMP is
also active in developing projects for stand-by power generation
and battery storage facilities which aim to balance the
transmission grid at times of peak demand. www.ampplc.co.uk
www.ampplc.co.uk
The information communicated in this announcement is inside
information for the purposes of Article 7 of Regulation
596/2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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