APC Technology Regulatory News (APC)

12 Sep 2006 07:01

Advanced Power Components PLC12 September 2006 Advanced Power Components plc ("the Company") Proposed Cancellation of Share Premium Account The Company announces that, yesterday, it posted a circular to shareholdersoutlining its proposals to cancel the share premium account of the Company ("theCircular") and a notice convening an extraordinary general meeting on Wednesday,4 October 2006 ("Extraordinary General Meeting") for shareholders to vote on theproposal. As at 28 February 2006, the Company had an accumulated deficit on its profit andloss account of £967,000. This deficit will prevent the Company from carryingout a number of actions including paying dividends and repurchasing its sharesuntil it is eliminated, either by future profits or as a result of a capitalreduction. The Company is therefore seeking authority from shareholders tocancel the amount standing to the credit of the Company's share premium account,subject to confirmation of the High Court of Justice in England and Wales ("HighCourt"). The proposal, if passed and confirmed, will cancel the share premiumaccount and eliminate the accumulated deficit on the Company's profit and lossaccount, as well as creating distributable reserves, which may be used tofacilitate future share buy-backs, payment of dividends or other corporatepurposes in the future. As at 28 February 2006, the Company had £2,370,000 standing to the credit of itsshare premium account and this has since increased to £2,412,000 following theissue of additional shares in July 2006. On the basis of the figures for theCompany's accumulated profit and loss account as at 28 February 2006, thecancellation of share premium account (if duly passed and confirmed) will createa reserve of £2,412,000 which will be applied in eliminating the deficit on theCompany's profit and loss account creating distributable reserves of £1,445,000.These distributable reserves will be available (subject to the protection forcreditors) for the corporate purposes outlined above. The proposed cancellation of share premium account requires the passing of aspecial resolution of the Company and the subsequent approval of the High Courtwhich is expected to be given at a hearing scheduled for 25 October 2006. Thespecial resolution required to cancel the share premium account is set out inthe notice of Extraordinary General Meeting. The cancellation will not beeffective until the court order confirming the reduction has been registered bythe Registrar of Companies which is expected will take place by the end ofOctober 2006. The High Court, in reaching its decision to confirm thecancellation of the share premium account, will need to be satisfied that theinterests of the Company's creditors will not be prejudiced as a result of thecancellation. The Company will put in place such form of creditor protection asit is advised is appropriate and as is necessary to obtain the confirmation ofthe High Court. Copies of the Circular will be available for a month from the date ofpublication from the offices of Smith & Williamson Corporate Finance Limited, 25Moorgate, London EC2R 6AY. Enquiries: Mark Robinson, Chief Executive 01634 290588Advanced Power Components plc Azhic Basirov / Siobhan Sergeant 020 7131 4000Smith & Williamson Corporate Finance Limited 12 September 2006 This information is provided by RNS The company news service from the London Stock Exchange