Dunelm Group plc Publication of Circular (4639W)
February 09 2017 - 5:37AM
UK Regulatory
TIDMDNLM
RNS Number : 4639W
Dunelm Group plc
09 February 2017
DUNELM GROUP PLC
("Dunelm") or (the "Company")
FOR IMMEDIATE RELEASE
9 February 2017
The board of directors of the Company (the Board) has become
aware of an issue in respect of the payment of the final dividend
of 16 pence per ordinary share of the Company, approved at the
Company's annual general meeting on 24 November 2015 and paid on 27
November 2015 (the Relevant Distribution), which has resulted in a
technical infringement of the Companies Act 2006 (the Act).
The issue is of an historic nature and there is no change to the
financial outlook of the Company as a consequence of this technical
matter. No other distribution made in the relevant financial year
has been affected and no fines or other penalties have been
incurred by the Company. The Company's past accounts will not need
to be restated and no dividends are expected to be repaid.
The Company has always filed its statutory accounts on time in
accordance with the requirements of the Act, and at all times had
sufficient profits and other distributable reserves to justify the
Relevant Distribution. It was the Board's understanding at the time
of the Relevant Distribution that the Company's financial
statements for the 53 weeks ended 4 July 2015 (the 2015 Accounts),
which included a post balance sheet note detailing receipt of an
intra-group dividend by the Company, were sufficient to fulfil the
procedural requirements of the Act. The Board has since taken
further professional legal advice and has concluded that 2015
accounts did not constitute "relevant accounts" within the meaning
in the Act and therefore that the procedural provisions of the Act
have not been complied with.
The Company has today published and posted to shareholders a
notice of a general meeting of the Company and related explanatory
circular (the Circular) convening a general meeting at which a
resolution will be proposed which will, if passed, (i) allow the
Board to appropriate distributable profits of the Company as set
out in the financial statements for the 52 weeks ended 2 July 2016
(and adopted by its shareholders on 22 November 2016) to the
payment of the Relevant Distribution and that this dividend be made
to the relevant shareholders who received the Relevant
Distribution, and (ii) put all potentially affected parties so far
as possible in the position which they were always intended to be
had the Relevant Distribution been made in accordance with the
requirements of the Act.
The Circular contains further details regarding the consequences
of the Relevant Distribution having been made otherwise than in
accordance with the Act. The notice, which is contained in the
Circular, convenes the general meeting of the Company for 9.30 a.m.
on 7 March 2017 at Dunelm Store Support Centre, Watermead Business
Park, Syston, Leicester, Leicestershire, LE7 1AD.
A copy of the Circular and the accompanying Form of Proxy have
also been submitted to the National Storage Mechanism and will
shortly be available for inspection at
www.Morningstar.co.uk/uk/NSM. In addition, the Circular will be
available to view on the Company's website
(http://dunelm.production.investis.com/investor-relations/reports-and-presentations/2017.aspx).
Dawn Durrant
Company Secretary
Dunelm Group plc
This information is provided by RNS
The company news service from the London Stock Exchange
END
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