Business
Capital Reorganisation
Capital Reorganisation.
About this update from Advanced Medical Solutions Group Plc
[{"type":"text","content":"\n Advanced Medical Solutions Grp PLC\n27 April 2007\n\n\nFor Immediate Release 27 April 2007\n\n\n Advanced Medical Solutions Group plc\n\n ('AMS' or 'the Company')\n\n\n Capital Reorganisation\n\n\nProposal for the reduction of the Company's share capital by the cancellation of\nits Deferred Shares of 5p each and the cancellation of its share premium account\n\nAdvanced Medical Solutions Group plc (AIM: AMS), the global medical technology\ncompany, today announces details of a proposal for a capital reorganisation to\ngive the Company a capital structure that would allow the Company to pay\ndividends to shareholders at some point in the future should the Board make a\nrecommendation to do so.\n\nThe Board of the Company has therefore resolved to seek shareholder approval to\nreduce the Company's share capital by the cancellation of its 93,553,394\nDeferred Shares of 5p each (the 'Deferred Shares') and cancel its share premium\naccount at the forthcoming annual general meeting of the Company to be held on 6\nJune 2007.\n\nThe Deferred Shares\n\nThe Deferred Shares arose from a capital reorganisation of the Company which\ntook effect in 2002 and carry no voting rights, do not rank for dividends and\nwill only participate on a winding up of the Company after the sum of £1,000,000\nhas been paid in respect of each Ordinary Share. The Deferred Shares are not\nlisted or quoted on any stock exchange and no share certificates have been\nissued in respect of the Deferred Shares.\n\nThe value of the Deferred Shares is therefore negligible and the Company's\narticles of association permit the Company to reduce its share capital by\ncancelling the Deferred Shares for no consideration.\n\nThe share premium account\n\nThe Company currently has a balance on its share premium account of £37,977,445\nwhich has arisen as a result of various prior issues by the Company of its\nshares at prices in excess of their nominal value. Under the Companies Act 1985,\nthe Company's share premium account constitutes a non-distributable reserve of\nthe Company and the sums credited to that reserve are not distributable to\nshareholders.\n\nThe cancellation of the deferred shares and the share premium account\n\nThe Company, as a public company, may not distribute dividends to its\nshareholders save out of the balance of its accumulated realised profits les...