Wt India Earn Regulatory News (EPI)

10 Mar 2005 08:39

Epic Group PLC10 March 2005 Epic Group plc Proposed cancellation of share premium account Introduction The Board of Epic Group plc ('Epic' or the 'Company') today announces proposals for the cancellation of the Company's share premium account and the transfer of the balance to the Company's profit and loss account (the "Cancellation"). In its interim report for the six month period ended 30 November 2004, the Board stated that it was considering the most appropriate method of returning surplus cash to shareholders of the Company ("Shareholders"). Whilst the Board has not reached a conclusion with regards the level of surplus cash to returnto Shareholders, its present intention is that the distribution would be not less than £5 million. This amount is in excess of the current balance on the Company's profit and loss account and, in accordance with the Companies Act 1985, the Company cannot return capital in excess of its distributablereserves. The purpose of the Cancellation therefore is to create additional distributable profits to allow the Board to return surplus cash to Shareholders. The Cancellation There is presently standing to the credit of the Company's share premiumaccount the sum of £4,167,813. This has increased from £4,114,000 as shown in the Company's audited accounts for the year ended 31 May 2004 due to additional issues of shares since that date. The Board is proposing that the share premium account should be cancelled. Thereserve thereby arising will, (subject to the interest of the creditors of theCompany) constitute a realised profit and be transferred to the profit and lossaccount of the Company. Should the Cancellation be approved and effected, thebalance on the profit and loss account would therefore increase and the Companywould create additional distributable profits. The Cancellation will require the approval of a Special Resolution of theCompany (the "Resolution") and the subsequent confirmation by the CompaniesCourt of the High Court of Justice (the "Court") before it can become effective. An extraordinary general meeting of the Company (the "EGM") has been convened at which the Resolution approving the Cancellation will be proposed. Subject to the passing of the Resolution, an application will be made to the Court to obtain its confirmation of the Cancellation. It is expected that the hearing for such application will be on 18 May 2005. In considering the Company's application for confirmation of the Cancellation,the Court will be concerned to ensure that the interests of the Company'screditors will not be adversely affected. The Company will therefore put intoplace such form of creditor protection as the Court shall require. TheCancellation will take effect upon the registration of the Court orderconfirming it by the Registrar of Companies. Circular A circular (the "Circular") explaining these proposals and convening the EGM, to be held at 52 Old Steine, Brighton, BN1 1NH at 10.00 am on 13 April 2005 will be posted to shareholders of the Company later today. Copies of the Circular will be available free of charge during normal businesshours on any weekday (Saturdays, Sundays and public holidays excepted) at theregistered office of Epic Group plc, 52 Old Steine, Brighton BN1 1NH for theperiod of one month from the date of this announcement. This information is provided by RNS The company news service from the London Stock Exchange