TIDMSOLI
RNS Number : 3334T
Solid State PLC
03 July 2018
Solid State plc
("Solid State", the "Group" or the "Company")
Publication of the Annual Report and Accounts and the notice of
the AGM.
Solid State plc (AIM: SOLI), the AIM listed manufacturer of
computing, power and communications products, and value added
distributor of electronic components, announces that its Annual
Report and Accounts for the year ended 31 March 2018 and the notice
of the AGM document have been published and are available in
electronic form on the Company's website
http://www.solidstateplc.com. Copies of the Annual Report and
Accounts will also be available from the Company's registered
office 2 Ravensbank Business Park, Hedera Road, Redditch, B98
9EY.
Notice of Investor Lunch:
An investor lunch for Private Client Investment Managers and
Private Investors will be held on Monday 9 July at St Pauls,
London. Those interested in attending should contact Tom Cooper on
0797 122 1972 or tom.cooper@walbrookpr.com.
Explanation of the special resolution in respect of the
Non-Compliant Dividend and Related Party Transactions
The Board of Solid State PLC has become aware of a certain
administrative non-compliance issue in respect of the payment of a
historical interim dividend it paid on 26 November 2016 (the
"Relevant Dividend"). Full details of this non-compliance issue are
set out in the Company's Annual Report and notice of the general
meeting.
At all relevant times the Company had adequate distributable
reserves to allow the payment of the Relevant Dividend, however the
interim accounts required to show the requisite level of
distributable reserves were not filed at Companies House prior to
declaring and making the Relevant Dividend. This has resulted in a
technical infringement of the Companies Act 2006 ("Companies Act").
This issue only affects the Relevant Dividend and does not affect
any other dividends declared and paid by the Company. The total
aggregate amount of the Relevant Dividend was GBP335,199.76.
The issue is of a historical nature. 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 pay dividends in the future. No fines or other penalties
have been incurred by the Company.
The Company has been advised that, as a consequence of the
Relevant Dividend having been made otherwise than in accordance
with the Companies Act, it may have claims against past and present
shareholders who were recipients of the Relevant Dividend (the
"Recipient Shareholders") and against persons who were Directors of
the Company at the time of declaration and payment of the Relevant
Dividend (the "Relevant Directors"). The Board notes, however, that
the Company has no intention of bringing any such claims.
The Non-Compliant Dividend Resolution to be put to Shareholders
at the Annual General Meeting of the Company to be held on 6
September 2018, will, if passed, put all potentially affected
parties, so far as possible, in the position in which they were
always intended to be had the Relevant Dividend been made in
accordance with the procedural requirements of the Companies Act.
In line with the approach taken by other UK incorporated listed
companies that have encountered similar issues, this will involve
the Company entering into deeds of release in respect of the
Relevant Directors (the "Directors' Deed of Release") and in
respect of the Recipient Shareholders (the "Shareholders' Deed of
Release"). The consequence of the entry into of the Directors' Deed
of Release and the Shareholders' Deed of Release by the Company, is
that the Company will be unable to make any claim against any
Recipient Shareholder and/or any of the Relevant Directors.
Due to the aggregate value of the Relevant Dividend, the entry
by the Company into the Directors' Deed of Release and
Shareholders' Deed of Release (as appropriate) and consequential
waiver of any rights of the Company to make claims against the
following Related Party Directors or Related Party Shareholders (as
defined below), constitutes a related party transaction:
(i) certain of the Relevant Directors (being Peter Haining,
Anthony Brian Frere, John Michael Lavery, John Lawford Macmichael
and Gary Stephen Marsh) (the "Related Party Directors") as they are
current directors of the Company and were involved in the decision
to declare or pay the Relevant Dividend; and
(ii) Canaccord Genuity Group Inc. and Mr and Mrs Gordon Comben,
being Recipient Shareholders who hold, or who have held in the past
12 months, 10% or more of the issued share capital of the Company
(the "Related Party Shareholders").
The independent directors (being Peter Owen James and Matthew
Thomas Richards), having consulted with WH Ireland Limited, in its
capacity as the Company's Nominated Adviser, consider that the
terms of (i) the waiver of claims against the Relevant Directors
pursuant to the Non-Compliant Dividend Resolution and the entry
into of the Directors' Deed of Release and (ii) the waiver of
claims against the Recipient Shareholders pursuant to the
Non-Compliant Dividend Resolution and the entry into of the
Shareholders' Deed of Release, are fair and reasonable insofar as
the shareholders of the Company are concerned.
Terms used in this announcement shall have the meaning given to
them in the Explanation of Non-Compliant Dividend Resolution
included within the Annual Report.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For further information please contact:
Solid State plc 01527 830 630
Gary Marsh - Chief Executive investor.information@solidstateplc.com
Peter James - Group Finance Director
WH Ireland (Nominated Adviser & Joint
Broker) 0117 945 3470
Mike Coe / Ed Allsopp (Corporate Finance)
Jasper Berry / David Kilbourn (Corporate
Broking / Sales)
finnCap (Joint Broker)
Ed Frisby / Kate Bannatyne (Corporate
Finance)
Rhys Williams (Corporate Broking /
Sales) 020 7220 0500
Walbrook PR (Financial PR) 020 7933 8780
Tom Cooper / Paul Vann 0797 122 1972
tom.cooper@walbrookpr.com
Notes to Editors:
Solid State plc (AIM: SOLI) is a leading value added group of
companies providing specialist design-in and manufacturing services
to those acquiring computing, power and communications products and
electronic component services for use in harsh environments.
Serving niche markets in oil & gas production, medical,
construction, security, military and field maintenance, Solid State
acts as both a component supplier to OEMs and bespoke manufacturer
of specialist units to clients with complex requirements.
Headquartered in Redditch, Solid State employs over 200 staff
across four locations. Solid State operates through two main
divisions: Solid State Supplies and Steatite.
Solid State was established in 1971 and admitted to AIM in June
1996.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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