Business
Notice of General Meeting
Notice of General Meeting.
About this update from Primorus Investments Plc
[{"type":"text","content":"\n \n \n \n RNS Number : 2264J\n Primorus Investments PLC\n 20 August 2021\n \n \n \n \n \n \n \n Primorus Investments PLC\n \n \n Notice of General Meeting - 8 September 2021\n \n \n \n \n \n Primorus Investments PLC (the \"Company\"), the AIM listed investment company, \n announces that it is holding a General Meeting at 160 London Road, Sevenoaks, Kent TN13 1BT at 9:00 a.m on 8 September 2021 (the \"General Meeting\"). The business of the General Meeting will be to consider and, if thought fit, pass special resolutions to:\n \n \n 1. authorise the directors to take the necessary legal action to cancel certain of its issued share capital - namely: its deferred shares of 45p each, its A deferred shares of 4p each and its B deferred shares of 0.99p each (together, the \"Deferred Shares\") - and to cancel the Company's share premium account; and\n \n \n 2. adopt new articles of association (the \"New Articles\").\n \n \n A shareholder circular, containing a notice convening the General Meeting, will be posted to shareholders today (the \"Circular\"). A copy of the Circular is available on the Company's website at www.primorusinvestments.com/about/corporate-documents/.\n \n \n Capital Reduction\n \n \n The Company currently has negative distributable reserves of approximately £41,901,000. The Company requires distributable reserves to, amongst other items, make distributions or pay dividends to shareholders. The Company is therefore unable at present to make distributions or pay dividends. The Directors are proposing to cancel the Deferred Shares and the Company's share premium account (together, the \"Capital Reduction\") in order (1) to eliminate the current negative distributable reserves balance and (2) to create distributable reserves. \n \n \n If the Capital Reduction becomes effective, the Company would expect to have distributable reserves of approximately £8,507,000. Under the Companies Act 2006 (the \"CA 2006\"), the share premium account is treated as if it were part of the share capital of the Company and is not available for distribution to shareholders. \n \n \n If the Capital Reduction becomes effective, it will create distributable reserves that are available for distribution to shareholders. This will be achieved by the cancellation of the Deferred Shares and the share premium ac...