Business
Publication of Circular and Notice of GM
Publication of Circular and Notice of GM.
About this update from Van Elle Holdings Plc
[{"type":"text","content":"\n \nRNS Number : 3141C Van Elle Holdings PLC 07 February 2020 \n\n7 February 2020\nVan Elle Holdings plc\n(\"Van Elle\", the \"Company\" or the \"Group\")\nAIM: VANL\n \nPublication of Circular and Notice of General Meeting\n \nAs noted in the Half Year Results Announcement issued on 22 January 2020, the Board has become aware of an irregularity concerning technical compliance with the 2006 Act in respect of the final dividend for the year ended 30 April 2019 approved by shareholders at the Company's annual general meeting on 12 September 2019 (the \"Dividend\"). The total aggregate amount of the Dividend was £800,000.00. \nThe Group's historic reported trading results and financial condition, and ability to pay future dividends are entirely unaffected by this matter.\nThe 2006 Act requires the amount of any dividend distribution to be justified by reference to relevant accounts which show the requisite level of distributable reserves. If a company's last annual accounts do not show the necessary reserves, then the company must prepare interim accounts and, in the case of a public company, file those interim accounts with the Registrar of Companies prior to the payment of the relevant dividend. \nNote 12 (Dividends) to the 2018/19 Accounts, in referring to the Dividend, stated that:\n\"The Board of the subsidiary company will pay a dividend to the Company in advance of the final proposed dividend being paid to ensure that the Company has sufficient distributable reserves in order to pay the dividend.\"\nRegrettably, as a result of an administrative oversight, the subsidiary company dividend referred to in Note 12 to the 2018/19 Accounts was not made and as a consequence the requisite level of distributable reserves were not available within the Company prior to the payment of the Dividend. Furthermore, as the Company's last annual accounts did not show the necessary reserves, interim accounts should have been prepared and filed with the Registrar of Companies prior to the payment of the Dividend. \nThe Resolution\nThe Company has been advised that, as a consequence of the Dividend having been paid otherwise than in accordance with the 2006 Act, the Dividend is technically unlawful and that the Company may have claims against past and present shareholders who were recipients of the Dividend and against persons wh...