4 May 2012
21st Century Technology plc
Notice of Annual General Meeting and proposed Return of Capital
The Company wishes to advise its shareholders that the Company's Annual General Meeting will be held on 30 May 2012 at 10.30 a.m. at its registered office, The National Control Centre, Drake Road, Mitcham, Surrey CR4 4HQ.
The formal notice of the Annual General Meeting along with a circular relating to the proposed return of approximately £3.2m of cash to Shareholders, representing 3.5 pence per Ordinary Share pursuant to the Proposals have been posted on to the Company's website, www.21stplc.com, along with the Company's annual report for 2011. Hard copies of these documents have been posted to all shareholders who have not elected to accept website communications. A form of proxy for use at the Company's Annual General Meeting has been posted to all shareholders.
2. BACKGROUND TO THE PROPOSALS
Following the one-off capital disposal of the Group's underutilised freehold premises at The National Control Centre, Drake Road, Mitcham, Surrey CR4 4HQ (the "Freehold Property") on 6 January 2012 which generated net sale proceeds of approximately £2.3 million and further to the announcements made by the Board on 28 March 2012, the Board confirmed its decision, subject to Shareholder approval and Court confirmation of the Reduction of Capital, to pay approximately £3.2 million of cash to Shareholders, representing 3.5 pence per Ordinary Share, pursuant to the Proposals.
As the Board announced on 28 March 2012, the Board has concluded that the Group can achieve its growth targets from the cash being generated from continuing operations and accordingly that approximately £3.2 million of such surplus cash, constituting the proceeds from the disposal of the Freehold Property as well as existing cash of approximately £900,000 should be returned to Shareholders.
The Board believes that the most suitable means of making payment to Shareholders is by way of the Return of Capital, consequent on the Reduction of Capital, by which 3.5 pence per Ordinary Share will be returned. Shareholders will retain their proportionate equity interests in the Company following implementation of the Proposals.
3. SUMMARY OF THE PROPOSALS
The implementation of the Proposals involves the following steps, all of which are subject to the approval of Shareholders at the Annual General Meeting:
· Subject to the confirmation of the Court, the Company will reduce the nominal value of each Ordinary Share from 10 pence to 6.5 pence. Shareholders will receive the proceeds of the Reduction of Capital by way of the Return of Capital, being, in respect of every Ordinary Share held at the Record Time, the sum of 3.5 pence in cash.
· The Court will require to be satisfied that the interests of the Company's creditors will not be prejudiced as a result of the Reduction of Capital. The Company will put into place such form of creditor protection (if any) as the Court may require.
Further details of the Proposals are set out in Part 3 of the circular.
4. THE RETURN OF CAPITAL
The proposed Return of Capital has been structured so that Shareholders will receive their return in the form of a capital repayment following a Court approved reduction of capital of the Ordinary Shares. Under the Reduction of Capital, subject to the approval of Shareholders at the Annual General Meeting and the confirmation of the Court, the Company will reduce the nominal value of each Ordinary Share from 10 pence to 6.5 pence. The Return of Capital will involve the repayment to Shareholders of 3.5 pence per issued Ordinary Share. Therefore, assuming no Ordinary Shares are issued or cancelled after 3 May 2012 (being the latest practicable date prior to the publication of the circular) approximately £3.2 million, arising from the reduction in such nominal value, will be repaid to Shareholders on the Register at the Record Time (which is expected to be 5.00 p.m. on 27 June 2012) pro rata to their shareholdings.
The Reduction of Capital will take effect only if confirmed by the Court and upon the Court Order and Statement of Capital being delivered to and registered by the Registrar of Companies, which is expected to take place on 28 June 2012.
It is expected that cheques in respect of the Return of Capital will be despatched on or around 5 July 2012 to Shareholders who hold their Ordinary Shares in certificated form and the CREST accounts of Shareholders who hold their Ordinary Shares through CREST will be credited on the same day.
Further information on the Return of Capital is set out in Part 3 of the circular.
5. ANNUAL GENERAL MEETING
Implementation of the Proposals and the other business to be transacted by the proposed Resolutions, requires the approval of Shareholders. Approval will be sought at the Annual General Meeting which will be held at the Company's registered office, National Control Centre, Drake Road, Mitcham, Surrey CR4 4HQ at 10.30 a.m. on 30 May 2012. Notice convening the Annual General Meeting is set out at Part 6 of the circular.
6. EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for receipt of Forms of Proxy 10.30 a.m. on 28 May
Annual General Meeting 10.30 a.m. on 30 May 2012
Expected date of Court Hearing to confirm the Reduction of Capital 27 June 2012
Record Time for determining entitlements to the Return of 5.00 p.m. on 27 June 2012
Expected effective date for the Reduction of Capital 28 June 2012
Credit CREST accounts with or despatch cheques in respect of On or around 5 July 2012
the Return of Capital
(1) References to times and dates in this announcement are to London, UK times and dates.
(2) If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement on a Regulatory Information Service.
(3) All events in the above timetable following the holding of the Annual General Meeting are conditional upon: (i) the passing of the Reduction Resolution; (ii) confirmation of the Reduction of Capital by the Court; and (iii) registration of the Court Order confirming the Reduction of Capital and the Statement of Capital with the Registrar of Companies.
The following definitions apply throughout this announcement, unless the context requires otherwise:
"Act" means the Companies Act 2006, as amended;
"Annual General Meeting" means the annual general meeting of the Company (or any adjournment thereof) to be held at the registered offices of the Company, National Control Centre, Drake Road, Mitcham, Surrey CR4 4HQ at 10.30 a.m. on 30 May 2012;
"Board" or "Directors" means the directors of the Company whose names are set out on page 4 of this circular;
"Company" means 21st Century Technology plc, a public limited company incorporated in England and Wales with registered number 2974642;
"Court" means the High Court of Justice in England and Wales;
"Court Hearing" means the effective hearing at which the Court Order will be sought, expected to be held on 27 June 2012;
"Court Order" means the order of the Court confirming the Reduction of Capital;
"CREST" means the relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which Euroclear is the Operator (as defined in such regulations);
"Euroclear" means Euroclear UK & Ireland Limited, the operator of CREST (formerly known as CRESTCo Limited);
"Freehold Property" means The National Control Centre, Drake Road, Mitcham, Surrey CR4 4HQ;
"FSA" means the Financial Services Authority;
"Group" means the Company and its subsidiaries and subsidiary undertakings;
"Ordinary Shares" means the ordinary shares of 10 pence each in the capital of the Company or, as the case may be, issued ordinary shares of 6.5 pence each resulting from the Reduction of Capital;
"Proposals" means the Reduction of Capital and the Return of Capital;
"Record Time" means 5.00 p.m. on the day of the Court Hearing which is expected to be 27 June 2012 (or such other date as the Directors may determine);
"Reduction of Capital" means the proposed reduction of capital of the Company pursuant to section 641 of the Act as set out in the circular;
"Reduction Resolution" means special resolution 7 relating to the Proposals set out in the notice of the Annual General Meeting;
"Regulatory Information Service" means a regulatory information service that is approved by the FSA and that is on the list of regulatory information service providers maintained by the FSA;
"Register" means the register of members of the Company;
"Registrar" means Capita Registrars, (a trading name of Capita Registrars Limited);
"Resolutions" means the resolutions set out in the notice of the Annual General Meeting and for the avoidance of doubt, shall include the Reduction Resolution;
"Return of Capital" means the proposed repayment of 3.5 pence per Ordinary Share following the Reduction of Capital;
"Shareholder(s)" means holder(s) of Ordinary Shares;
"Statement of Capital" means the statement of capital approved by the Court and showing with respect to the Company's share capital, as altered by the Court Order, the information required by section 649 of the Act; and
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland.