Business
Circular to Shareholders
Circular to Shareholders.
About this update from Portmeirion Group Plc
[{"type":"text","content":"\n RNS Number : 8442B Portmeirion Group PLC 22 August 2008 \n 22 August 2008\nPortmeirion Group PLC\n \n('Portmeirion' or 'the Company')\n\nCircular to Shareholders\n\nThe Company announces that it will today post a Circular to the shareholders of the Company (the 'Shareholders') convening a General Meeting ('GM') to address a technical issue that has arisen in respect of the interim and final dividends for the year ended 31 December 2007 (the 'Dividends'). Shareholders will be asked at the GM to vote on two resolutions, as set out below, to approve the related party transaction and to rectify and ratify the payment of the Dividends which were made in breach of the Companies Act 1985 or the Companies Act 2006 (together the 'Acts').\n\nAlthough the group of companies, of which the Company is the holding company (the 'Group'), had sufficient distributable reserves at the time that the Dividends were paid, these distributable reserves had not been distributed from the other companies within the Group and passed up to the Company at the date of the last annual accounts of the Company, which serve as the reference accounts for the calculation of the distributable reserves of the Company.\n\nReserves have now been distributed to the Company by its subsidiaries and interim accounts for the six months to 30 June 2008 have been prepared and filed with the Registrar of Companies. \n\nResolutions will therefore be proposed at the GM to sanction the appropriation of profits to the Dividends; to waive any rights of the Company against shareholders who received the Dividends and to approve the Company entering into a deed of release in favour of such shareholders; and to waive any rights of the Company against both past and present directors of the Company (the 'Directors') who approved the payment of the Dividends and to approve the Company entering into a deed of release in favour of such Directors (the 'Directors' Deed of Release').\n\nAs the Directors' Deed of Release is to be entered into by the Company in favour of the past and present Directors who authorised payment of the Dividends, it will constitute a related party transaction under the AIM Rules for Companies published by the London Stock Exchange plc (the 'AIM Rules') (the 'Related Party Transaction'). In view of the present Directors' interest in the Directo...