Netcall Regulatory News (NET)

27 Apr 2007 07:01

Netcall PLC27 April 2007 27 April 2007 NETCALL PLC ("Netcall" or "the Company") Proposed Cancellation of the Share Premium Account The Directors of Netcall plc (NET), a leading provider of call-back automessaging and contact solutions, announces that it is today posting a circularto its shareholders containing notice of an Extraordinary General Meeting atwhich a resolution will be proposed to seek shareholder approval for theproposed cancellation of the Company's share premium account. Background to the proposed cancellation of the share premium accountAs reported in the filed accounts of the Company and its subsidiaries, for theyear ended 30 June 2006, turnover grew to £3.13m, an increase of 11.1% over theprevious year, with profit before tax increasing by 147% to £391,900. In thatyear the cash position strengthened by £426,100 to £1,819,500. In the Interim results for the half year ended 31 December 2006, which weredistributed in February 2007, the Company detailed continued implementation ofits strategy, and again reported increased revenues and profits, with cashstanding at £2,001,000. This was the fifth consecutive half year of profits. As at 30 June 2006, the Company had accumulated losses, as shown in its balancesheet, of £7,968,400 with the share premium account standing at £15,125,200. Reasons for the cancellation of the share premium accountThe Directors consider that the balance sheet is unrepresentative of thefinancial state of the Company. As a result, the Board has taken the view that acapital re-alignment should take place through a capital reduction scheme whichwill have the effect of eliminating accumulated losses and remove therestrictions imposed by Company law on the ability to utilise its reserves. In addition, the Companies Act 1985 does not allow a company with accumulatedlosses to utilise its annual profits for any purpose other than to reduce itsdeficit on distributable reserves. The Directors propose that the share premium account should be eliminated andused to create distributable reserves. Financial effect of the transactionThe effect of cancelling the share premium account and subject to protection ofthe Company's creditors is to eliminate the accumulated losses and create adistributable reserve. Procedure and timetableThe Board have decided to apply to the Court to cancel the share premiumaccount. As a preliminary step to this application, the Company requires theapproval of the Shareholders by special resolution. Prior to approving the cancellation of the share premium account, the Court willneed to be satisfied that the interests of the Company's creditors are notprejudiced. The terms upon which the Court is prepared to sanction thecancellation will be subject to consideration in due course by the Court anddiscussion between the Company and its advisers. The Company will make theappropriate arrangements to ensure that the Court is satisfied in this regard.The Directors reserve the right to discontinue the application to the Court ifthey consider it appropriate and in the interests of the Company. Thecancellation will take effect upon registration of the Court Order with theRegistrar of Companies. RecommendationThe Board is of the opinion that the proposed actions are in the long terminterests of the Company and recommends shareholders to vote in favour of therelevant resolution to allow the cancellation of the share premium account totake place. Notice of Extraordinary General MeetingNotice is hereby given that an Extraordinary General Meeting of Netcall plc willbe held at the Company's offices at 10 Harding Way, St Ives Cambridgeshire PE273WR on Tuesday 22 May 2007 at 12 noon for the purpose of considering and, ifthought fit, passing the following resolution, which will be proposed as aspecial resolution: "THAT the share premium account of the Company be and is hereby cancelled." Whether or not Shareholders intend to be present at the meeting, Shareholdersare requested to complete their proxy form which should be completed andreturned so as to be received by the Company's registrars, Neville RegistrarsLimited by hand (during normal business hours) at Neville House, 18 Laurel Lane,Halesowen, West Midlands, B63 3DA or by post at Neville House, 18 Laurel Lane,Halesowen, West Midlands B63 3DA not less than 48 hours before the time fixedfor the meeting. Completion and return of the Form of Proxy will not preclude Shareholders fromattending and voting at the Extraordinary General Meeting should they so wish. Unless the context otherwise requires, defined terms used in this announcementshall have the meanings given to them in the circular dated 27 April 2007. For further enquiries, please contact: ICIS Limited Tel. 020 7651 8688Tom Moriarty / Laura Cocker About NetcallNetcall is a U.K. company listed on the Alternative Investment Market (AIM) ofthe London Stock Exchange. Based near Cambridge, Netcall develops and suppliesinnovative communication solutions to organisations of all sizes, including manyblue-chip companies with global contact centre operations. As the leadingspecialist in callback, auto-messaging and contact solutions, Netcall helpsorganisations globally to increase profits and productivity while improvingcustomer satisfaction and employee morale. Solutions are deployed either onsite or as hosted managed services usingNetcall's Intelligent Communications Platform (ICP). The company has more than adecade's experience owning and running a high-availability service platformco-located with international carriers. Netcall's customer list includes BT,BUPA, First Direct, Halifax, London Borough of Islington, Lloyds TSB, npower,Prudential, RBS (The Royal Bank of Scotland Group), Thames Water, UnitedUtilities and Vertex. Please visit www.netcall.com for more information. This information is provided by RNS The company news service from the London Stock Exchange