TIDMTRAK
RNS Number : 7965K
Trakm8 Holdings PLC
13 April 2018
For immediate release 13 April 2018
Trakm8 Holdings plc
('Trakm8', the 'Group' or the 'Company')
Publication of Circular and Related Party Transaction
The Company has become aware of an issue in respect of the
payment of the final dividend for the year ended 31 March 2016,
paid on 13 September 2016 (the Relevant Distribution), which
resulted in a technical infringement of the Companies Act 2006 (the
Act).
The issue is of a historic nature and there is no change to the
financial outlook of the Company as a consequence of this technical
matter. No other distributions made by the Company have 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.
The Companies Act 2006 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 accounts of the
Company for the year ended 31 March 2016 did not show sufficient
distributable reserves to permit the Relevant Distribution. Interim
accounts prepared did show sufficient reserves to permit the
payment of the Relevant Distribution, however due to an
administrative oversight the Interim accounts were not filed at
Companies House.
Therefore, regrettably, the Relevant Distribution was made
otherwise than in accordance with the Act.
After seeking legal advice, the Company proposes to ratify the
Relevant Distribution and confirm the appropriation of the profits
of the Company in the year ended 31 March 2017 and to enter into a
Deed of Release with the Shareholders and Directors releasing them
from any claims that could be made by the Company to the recipient
shareholders and the current and former Directors.
The Company has today published and will be posting 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) ratify the Relevant Distribution and confirm the
appropriation of the profits of the Company in the year ended 31
March 2017 for the purposes of the Relevant Distribution (ii) waive
any and all claims which the Company has or may have in respect of
the payment of the Relevant Distribution against its Recipient
Shareholders (or the personal representatives and their successors
in title of the estate of any deceased Recipient Shareholders),
such waiver to be effected by way of the entry by the Company into
the Shareholders' Deed of Release; and (iii) waive any and all
claims which the Company may have against its Directors and Former
Director, such waiver to be effected by way of the entry by the
Company into the Directors' Deed of Release.
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 9.00 a.m.
on 31 May 2018 at 4 Roman Park, Roman Way, Coleshill, Birmingham
West Midlands B46 1HG.
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
https://www.trakm8.com/ir-shareholder-information.
Related Party Transaction
The entry by the Company into the Directors' Deed of Release
constitutes a related party transaction with respect to the
directors who were in office at the time of the Relevant
Distribution. In addition, the entry by the Company into the
Shareholders' Deed of Release will also constitute a related party
transaction with a Substantial Shareholder as John Watkins,
Executive Chairman of the Company, and associated parties currently
hold 6,177,859 Ordinary Shares in the Company, representing 17.2%
of the Company's issued Share Capital. There will be no change in
the shareholdings of the Company as a result of the Deed of Release
with Shareholders and Directors.
As the Deed of Release for Shareholders and Directors
constitutes a related party transaction under the AIM Rules, the
independent director, Jon Furber, who was not a director of the
Company at the time of the Relevant Distribution, has consulted
with the Company's nominated adviser, Arden Partners. Having so
consulted, Jon Furber considers that the terms of Deed of Release
for Shareholders and Directors are fair and reasonable so far as
the Company's shareholders are concerned.
The Board has taken steps to ensure that, in future, the issues
referred to in this announcement do not arise in relation to the
payment of dividends.
- Ends -
For further information:
Trakm8 Holdings plc
John Watkins, Executive Chairman Tel: +44 (0) 1747
858 444
Jon Furber, Finance Director www.trakm8.com
Arden Partners plc (Nominated Tel: +44 (0) 20 7614
Adviser & Broker) 5900
Paul Shackleton / Ruari McGirr www.arden-partners.com
/ Alex Penney
Media enquiries:
Buchanan
Henry Harrison-Topham / Chris Tel: +44 (0) 20 7466 5000
Lane / Tilly Abraham
Trakm8@buchanan.uk.com www.buchanan.uk.com
About Trakm8
Trakm8 is a UK based technology leader in fleet management,
insurance telematics, optimisation and dashboard camera systems.
Through IP owned technology, the Group analyses data collected by
its installed base of telematics units to fine tune the algorithms
that are used to produce its telematics based solutions; these
score driver behaviour, monitor vehicle health and continuously
improve the security and operational efficiency of both private
drivers and company fleets.
The Group's product portfolio includes cameras (including the
recently launched integrated telematics camera), self-installed
telematics units and technology to eliminate distracted driving due
to mobile phones.
Headquartered in Coleshill near Birmingham alongside its
manufacturing facility, the Group supplies to the Fleet,
Optimisation, Insurance and Automotive sectors to many well-known
customers in the UK and internationally including the AA, Saint
Gobain, EON, Direct Line Group and Young Marmalade.
Trakm8 has been listed on the AIM market of the London Stock
Exchange since 2005.
www.trakm8.com / @Trakm8
This information is provided by RNS
The company news service from the London Stock Exchange
END
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