RE: Capital reduction23 Mar 2026 08:04
From the Circular: Background to and reasons for the Capital Reduction
At 30 June 2025, the Company’s Share Premium Account had a balance of c. £149,876,019. This
account represents the excess amount received by the Company when Ordinary Shares are issued
by the Company over the nominal value of the Company’s Ordinary Shares, which is currently
1 penny each.
The Share Premium Account is a non-distributable reserve for the purposes of the Act, meaning that
it has limited applications and cannot, for example, be used to pay dividends or fund share buybacks.
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The Company is generally only able to pay dividends or fund share buybacks (subject to limited
exceptions) out of distributable reserves.
Accordingly, the Company is proposing to reduce the Share Premium Account by £149,000,000 in order
to create further distributable reserves to facilitate: (i) the future payment of dividends by the Company to
its Shareholders; and/or (ii) potential share buybacks (in each case, only if circumstances were deemed
appropriate or desirable to do so); and (iii) for other corporate purposes of the Company. The remaining
balance in the Company’s Share Premium Account is to allow for writing off qualifying costs against the
Company’s Share Premium Account in accordance with the terms of the Companies Act.
The Capital Reduction will not, in itself, involve any distribution or return of capital to any Shareholder
and will not reduce the Company’s underlying assets.
On completion of the Capital Reduction, the Company’s Share Premium Account will be reduced by
£149,000,000 and, subject to the Court being satisfied with the Company’s approach to creditors as
outlined below, the entire amount resulting from such capital reduction will be applied to the Company’s
distributable reserves.
The completion of the Capital Reduction will not affect the rights attaching to the Ordinary Shares and
will not result in any change to the number of Ordinary Shares in issue (or their nominal value).
BB