Parkmead Regulatory News (PMG)

30 Jan 2006 07:01

Interregnum PLC30 January 2006 Embargoed until 0700hrs 30 January 2006 Interregnum plc "Interregnum" Proposed Increase in Authorised Share Capital Reduction of Capital Notice of Extraordinary General Meeting The Board of Interregnum is seeking approval from shareholders to increasesubstantially the authorised share capital of the Company and to empower theDirectors to issue a large part of the authorised share capital at an EGM onTuesday, 21 February. These moves will provide the Board with the flexibilityto increase the capital base of the company by issuing shares for cash and bycompleting acquisitions which support its strategy. Interregnum will continue to build on its base as a technology merchant bank byexpanding its principal finance and syndicated finance investment activities;and by executing higher-value corporate finance transactions. Commenting on these developments Chairman, Ken Olisa, said: "Under the leadership of our newly appointed CEO, Niall Doran, Interregnum hasentered a new phase of growth. Interregnum's recently announced restructuringplan is designed to enhance both its near-term profitability; and investment anddeal-making processes. The Board's intention is to grow shareholder value bydelivering the twin priorities of reducing costs and increasing the scale of theGroup." The Board is currently in discussions relating to a potential acquisition that,if successfully completed, would provide Interregnum with access to a pipelineof prospective advisory and investment transactions. The terms of the deal havenot yet been finalised, but the Board is optimistic that it will be able tosecure the signing of a conditional acquisition agreement in the near future. The completion of the acquisition would be conditional upon obtainingshareholder approval. Four resolutions will be presented to the EGM. The first two items, which areOrdinary Resolutions, will have the effect of increasing the authorised sharecapital of the Company and of authorising the Board generally to allotadditional shares. The third item is a Special Resolution which will enable theCompany to allot shares for cash without requiring such shares to be firstoffered to existing Interregnum shareholders. Passing this resolution will putInterregnum in a position to be able to raise new capital more expeditiouslythan would otherwise be the case. The Board hopes to be in a position to update shareholders prior to, or at, theEGM on the fundraising proposals currently being pursued. Reduction of Capital The fourth and final item is also a Special Resolution and is concerned withDividend Policy. The Company is prohibited from paying dividends or makingother distributions until it has retained earnings. The latest audited accountsshow the Company to have aggregate retained losses of £17,498,480 and until thatnegative balance is eliminated it will be unable to pay a dividend. The Board would hope that the implementation of the new strategy will bringabout a return to ongoing profitability, and believe that the Company shouldtake action to restructure the Company's balance sheet so as to enable it toadopt a dividend policy in the future, if and when it is deemed to beappropriate. The latest audited accounts record the Company's share premium account balanceat £19,430,496. The Board is proposing to eliminate the retained losses by areduction of capital involving a cancellation of the amount of £17,600,000 ofthe Company's share premium account. Effecting this change is subject both tothe passing of Resolution number 4 set out in the Notice and to confirmation bythe High Court. Recommendation and voting intentions The Board considers that passing these resolutions will be in the best interestsof the Company and shareholders as a whole. The Directors intend to vote infavour in respect of their own beneficial shareholdings amounting, inaggregate, to 37,844,306 Ordinary Shares representing approximately 40.9 percent of the issued share capital of the Company. Notice of EGM The EGM of the Company will be held at 22-23 Old Burlington Street, London W1S2JJ on Tuesday 21st February 2006 at 12 noon. Copies of the circular that hasbeen sent to shareholders are available to the public until 28 February 2006 atthe offices of Seymour Pierce at Bucklersbury House, 3 Queen Victoria Street,London EC4N 8EL. Ends Enquiries: Interregnum plc 020 7494 3080Niall Doran (Chief Executive) Madano Partnership (PR to Interregnum) 020 7593 4000Toby Wilkinson This information is provided by RNS The company news service from the London Stock Exchange