Last checked at 19 Jan 2016 07:00
Date: | 18 January 2016 | |
Contacts: | Amanda James, Finance Director (analyst calls) | |
| NEXT PLC | Tel: +44 (333) 777 8888 |
| Alistair Mackinnon-Musson | Email: next@rowbellpr.com |
| Rowbell PR | Tel: +44 (207) 717 5239 |
NEXT plc
Next plc (the Company)
Ordinary Shares of 10 pence each (Shares)
PUBLICATION OF CIRCULAR
The Board of Next plc has identified a procedural oversight in respect of the Company's processes for the payment of certain dividends, namely the Special Interim Dividend of 50 pence per Ordinary Share paid on 3 February 2014, the Ordinary Interim Dividend of 50 pence per Ordinary Share paid on 2 January 2015, the Special Interim Dividend of 50 pence per Ordinary Share paid on 2 February 2015 and the Special Interim Dividend of 60 pence per Ordinary Share paid on 2 November 2015 (the "Relevant Distributions") which have resulted in a technical infringement of the Companies Act 2006 (the "Act").
The issue is of an historic nature and there is no change to the financial outlook of the Company as a consequence of this technical matter. It also has no impact on the Company's intentions or ability to continue returning its surplus cash flow to shareholders via future Special Dividends or Share Buybacks. The Company's past accounts will not need to be restated and no dividends are expected to be repaid.
Whilst the Company always had sufficient reserves to pay the Relevant Distributions at the time that they were made, the Act required this to be demonstrated by reference to interim accounts filed at Companies House prior to payment. Regrettably, those interim accounts were not filed with Companies House until after the Relevant Distributions had been paid and after the lapse had been identified. No fines or other penalties have been incurred by the Company.
The Company has today published and posted to shareholders a Notice with related explanatory circular (the "Circular") convening a General Meeting at which a Resolution will be proposed which will, if passed, address the situation and put all parties back in the position they were intended to be had the full technical requirements of the Act been complied with at the time the Relevant Distributions were made.
The steps being proposed are also in line with those taken by other listed companies that have encountered similar issues in the past.
The Circular contains further details of the Relevant Distributions having been made otherwise than in accordance with the Act. The Notice, which is contained in the Circular, convenes the General Meeting of the Company for 9.00am on 10 February 2016 at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD.
A copy of the Circular and the accompanying Form of Proxy have also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Morningstar.co.uk/uk/NSM. In addition, the Circular will be available to view on the Company's website http://www.nextplc.co.uk/investors/shareholder-information/company-meetings and available for inspection at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD.
S L Anderson
Company Secretary
Next plc