AGM Resolution 14 & 15 Capital reduction, Dividends & Merger30 May 2022 21:57
Is anyone able to interpret this statement ? They imply a dividend and creating a merger reserve.
Resolutions 14 and 15 – capital reduction
The Company currently has retained earnings of €23,001,000. Given the Company’s performance and the current market prices of oil and gas, the Directors consider that the Company should be in the best position possible to pay dividends should trading continue at, or close to, current expectations. In order to create additional retained earnings the Company is accordingly putting proposals to Shareholders to allow the crediting of an accounting reserve known as a “Merger Reserve” to retained earnings and to cancel €50m of the balance then standing to the credit of the share premium account – this will increase pro forma retained earnings from €23,001,000 to approximately €73.1m (approximately £62m).
In certain circumstances, such as where shares are issued in consideration for the acquisition of shares in another company, instead of creating share premium, an amount is credited to an accounting reserve known as a Merger Reserve. The Company has €14,734,000 standing to the credit of the Merger Reserve. The merger reserve represents the difference between the value of shares issued as part of the total consideration of the acquisition of Kistos NL1 and the nominal value per share. Kistos plc has paid €15.75MM of the total consideration by issuing 8,742,775 shares to Tulip Oil Holding B.V. at a price of £1.55 per share. This created a merger reserve of €14.7MM.
As in the case of a share premium account, the Merger Reserve can only be used in very limited circumstances. However, unlike the share premium account, the Merger Reserve is a non-statutory reserve and the Court does not have the power to reduce non-statutory reserves.
Therefore, it is proposed that the Company capitalises the amount of €14,734,000 standing to the credit of the Merger Reserve of the Company by applying that sum in paying up special bonus shares. The bonus shares will be issued to Shareholders on the basis of one bonus share for every Ordinary Share held on a specific record date (which the Company will announce by RNS in due course). Shareholders are also being asked to approve the cancellation of the bonus shares issued pursuant to Resolution 15 (Capitalisation of the merger reserve and cancellation of bonus shares) with the sum arising on the cancellation being credited to the Company’s retained earnings reserve. The bonus shares will not be admitted to trading on AIM, or on any other market or stock exchange. It is a condition of issue of the bonus shares that no share certificates will be issued in respect of them. The bonus shares will have extremely limited rights. In particular, the bonus shares will carry no rights to participate in the profits of the Company and no rights to participate in the Company’s assets, save on a winding up. The bonus shares will be transferable, but no market will exist in them and it is anticipate