Last checked at 18 Jun 2013 10:20
VELA TECHNOLOGIES PLC
("Vela Technologies" or the "Company")
Notice of General Meeting
The Company announces today that it is proposing to take further steps to restructure its balance sheet, following the CVA which was approved in January 2013. Based on the Company's audited accounts for the year ended 31 March 2012, as updated by the Company's management accounts to 31 March 2013, the Company has accumulated losses on profit and loss account of approximately £43 million. In order to eliminate this accumulated deficit (together with any additional losses incurred in the period up to the date when the Capital Reduction takes effect) and to enable distributions to be made in future, it is proposed to cancel the Deferred Shares and the balances standing to the credit of the share premium account and the capital redemption reserve of the Company. The Capital Reduction requires the approval of Shareholders by special resolution and, under the CA 2006, the subsequent confirmation of the Court and registration at Companies House of the relevant Court order, together with a statement of capital.
In addition, the Company proposes to amend the Articles to conform more closely to the provisions of the CA 2006 as regards the notice required to hold general meetings. The Articles currently provide, among other things, that general meetings may be held on 14 clear days' notice, unless a special resolution is to be considered, when 21 clear days' notice is required. The CA 2006 no longer requires 21 clear days' notice for special resolutions, and it is therefore proposed to change the relevant Article, so that general meetings can be held on 14 clear days' notice regardless of the nature of resolutions to be considered at the meeting.
The Company is issuing a Circular to Shareholders setting out the details of the Proposals and where appropriate seeking shareholders' approval. A notice convening a General Meeting for 10 a.m. on 11 July 2013 at the offices of Moorhead James LLP, Kildare House 3 Dorset Rise London EC4Y 8EN to consider the Resolutions, is accordingly set out in this Circular.
The timetable to completion of the Proposals is as below:
Latest time and date for receipt of completed forms of proxy for the General Meeting
| 10 a.m. 9 July 2013 |
General Meeting
| 10 a.m. 11 July 2013 |
Court hearing
| 31 July 2913 |
Date upon which the Capital Reduction will take effect | 1 August 2013 |
A copy of the Circular, Notice of General Meeting and form of proxy are available on the Company's website: http://www.velatechplc.com/
For further information, please contact:
Vela Technologies plc Brent Fitzpatrick Non-Executive Director | Email: brent@lowwave.co.uk
|
ZAI Corporate Finance Limited Nomad Peter Trevelyan-Clark / Wei Wang | Tel: 020 7060 2220 |
Peterhouse Corporate Finance Limited Broker Eran Zucker | Tel: 020 7469 0932 |