27 Mar 2009 12:41
For Immediate Release 27.3.2009
BRAINSPARK PLC
Share capital reduction
General Meeting to be held on 22 April 2009
Brainspark announces that it has today despatched notice to its members convening a general meeting to be held at 11 am on Wednesday, 22 April at 22 Great James Street, London WC1N 3ES.
The Company seeks the consent of its shareholders to the elimination of (i) its share premium account and (ii) the deferred shares of 0.01 penny each that were created in 2005 (the "Deferred Shares").
The Company has been profitable in the last two financial years. Whilst the Company has very limited resources to pay a cash dividend, it does have holdings in underlying investments that it might chose to distribute (often called a "dividend in specie"). However it is presently legally prevented from paying a dividend because of historic losses.
In order that a dividend may be paid, the Company has to go through a three-stage process. First, the permission of shareholders must be obtained formally to cancel the share premium account. Second, the High Court must be satisfied that the interests of creditors are protected before it will confirm this decision. Third, the Board must be satisfied that it is prudent to pay a dividend and to determine its amount.
But the Company would now like to begin preparing the ground so that it may legally pay a dividend or make a dividend in specie at such time as the Board considers it prudent to do so.
At the same time, the Company seeks shareholders consent to the elimination of the Deferred Shares and an amendment to the Company's Articles of Association necessitated by the rules on conflicts of interest following the coming into force of the Companies Act 2006.
The elimination of the Deferred Shares requires the consent of the holders of that class of shares. A meeting of the holders of the Deferred Shares will also take place on 22 April 2009.
Copies of the Circulars are available from the Company's website, www.brainspark.com.
Further enquiries
Dennis Bailey, Brainspark 01628 477785
Roland Cornish, Beaumont Cornish 0207 628 3396