Proposed Reduction of Capital and Notice of General Meeting

RNS Number : 5981H
TP Group PLC
19 August 2016

Proposed Reduction of Capital and Notice of General Meeting

TP Group (AIM: TPG), the specialist technology, engineering and managed solutions group, today announces proposals recommended by the Board to create distributable reserves of the Company and to reduce the nominal value of the Ordinary Shares. The reasons for this proposal are as follows:

  • the creation of distributable reserves would allow the Company the flexibility to pay dividends and make other returns of capital to the Shareholders, should it be considered desirable to do so in the future; and
  • in light of the Group's recent and anticipated further operational progress, the Board believes it is an appropriate time to reduce the nominal value of the Ordinary Shares to allow the Company to issue Ordinary Shares at a price per Ordinary Share below the current nominal value, which would support acquisition and growth activity, as well allowing the Group to put in place appropriate incentive schemes to attract, retain and reward high performing individuals.

Following completion of the Reduction of Capital, there will be no change in the number of Ordinary Shares in issue.

Over the past two years the Group has made good operational and strategic progress, delivering proven solutions and services to customers. The Group's business is now organised to provide a full spectrum of through-life services to its customers, operating in growth areas in its core sectors of defence, energy and process industries. The Board expects that this approach will enable the Group to continue to develop commercially and technically through organic performance improvement, as well as through selected acquisition opportunities, whilst attracting, retaining and rewarding the best talent in its chosen markets.

The Reduction of Capital is conditional upon, inter alia, court approval and the Company obtaining Shareholder approval at the General Meeting to be held at the offices of Nabarro LLP, 125 London Wall, London EC2Y 5AL at 10.00 a.m. on 8 September 2016.

Following completion of the Reduction of Capital, Ordinary Shares will be traded on AIM in the same way as they are currently and will be equivalent in all other respects, with the exception of the reduction in nominal value from 10 pence to 1 penny. Existing share certificates for Ordinary Shares will continue to be valid following the Reduction of Capital, and no new certificates will be issued following completion of the Reduction of Capital.

An explanatory circular, which contains a notice convening a General Meeting (the "Circular") and includes information about the background to and reasons for the Reduction of Capital, is today being posted to Shareholders and is now available to view on the Company's website at http://www.tpgroup.uk.com.  The Circular is accompanied by a form of proxy for Shareholders to vote at the General Meeting.

All capitalised terms in this announcement are as defined in the Circular.