Anyone read the AGM notice?26 Apr 2019 12:14
3.3
Resolution 12 (Capital reduction)
As many shareholders will be aware, the Company’s early years were largely focused on oil exploration and development. The level of oil production is now greater than in the early years and the Company and its subsidiaries on a consolidated basis (the “Group”) has been profitable since 2017. However, as would be expected given the Company’s historical operations, the balance sheet of Amerisur Resources plc on a standalone basis continues to show an accumulated negative retained earnings position of $76.1m and share premium of $144.9m as at 31 December 2018.
For technical reasons under the Companies Act 2006, the Company would be unable to pay dividends until such time as the retained earnings were positive and showed sufficient distributable reserves to permit such payment.
The majority of the Group’s trading has historically taken place in the Company’s subsidiary companies and, whilst the consolidated accounts of the Group show positive distributable reserves, it is the reserves of Amerisur Resources plc (i.e. the parent company of the Group) on a standalone basis that determines its ability to pay a dividend. The Board does not currently have any plans to pay any dividends; however, the Board is of the view that it is now an appropriate time to restructure the Company’s balance sheet so that the Company will have the flexibility to pay dividends in the future, should the Board consider it to be appropriate.
Accordingly, resolution 12 is proposed as a Special Resolution to approve the cancellation of the amounts standing to the credit of the Company’s share premium account (the “Capital Reduction”). Such amounts, once cancelled, would create retained earnings, thereby eliminating the accrued deficit in the Company’s retained earnings and creating positive distributable reserves.
The Capital Reduction itself will not involve any distribution or repayment of capital or share premium by the Company and will not reduce the underlying net assets of the Company. The distributable reserves arising on the Capital Reduction will support the Company’s ability to pay dividends, should circumstances in the future make it desirable to do so.
The Capital Reduction is subject to the approval of the High Court of England and Wales (the “Court”). Application will be made to the Court following the passing of resolution 12 at the Annual General Meeting. An announcement will be made once the Capital Reduction has become effective.
The Board reserves the right to abandon or to discontinue (in whole or in part) the application to the Court in the event that the Board considers that the terms on which the Capital Reduction would be (or would be likely to be) confirmed by the Court would not be in the best interests of the Company and/or its shareholders as a whole.