Notice of General Meeting-Publication of Circular
19 October 2022
DFS Furniture plc
("the Company")
Publication of Circular and Notice of General Meeting
As detailed in the annual financial report and accounts for the 52 weeks ended 26 June 2022 of DFS Furniture plc ("DFS" or the "Company", and together with its subsidiaries, the "Group"), the Board has become aware of some issues in respect of the Company's payment of its Interim Dividend and Special Dividend in May 2022 and certain subsequent purchases of its own shares (the "Relevant Distributions"), which have regrettably resulted in an infringement of the Companies Act 2006 (the "Act").
The Board confirms that there is no impact on the Group's reported financial position resulting from this. The Board has undertaken a thorough and detailed review of its reserves and is confident all issues have been identified and that the necessary procedural and administrative improvements have been implemented.
The Company has today published a circular convening a general meeting for 4 November 2022 (the "Circular"), at which a special resolution will be proposed which will, if passed, put all potentially affected parties in the position which they were intended to be in had the Relevant Distributions been made in accordance with the full requirements of the Act.
The Company will, amongst other things, seek shareholder approval of a proposed waiver of any claims which the Company may have against its past and present Directors in respect of the Relevant Distributions and shareholders in respect of the Interim Dividend and Special Dividend. The proposed waiver of claims against the Relevant Directors (further details of which are set out in the Circular) constitutes a related party transaction for the purposes of the Listing Rules of the Financial Conduct Authority.
The Circular contains further details regarding the consequences of the Relevant Distributions having been made otherwise than in accordance with the Act and the reasons why the Board of DFS is proposing the Resolution.
The Circular also contains a notice convening a General Meeting to be held at the offices of the Company at DFS Furniture PLC, 1 Rockingham Way, Redhouse Interchange, Adwick-le Street, Doncaster DN6 7NA on 4 November 2022 at 3.30pm. Terms used in this announcement shall have the meaning given to them in the Circular.
The Circular will be available to view on the Company's website https://www.dfscorporate.co.uk/investors/shareholder-meetings and at the offices of the Company at 1 Rockingham Way, Redhouse Interchange, Adwick-le-Street, Doncaster, DN6 7NA, United Kingdom.
A copy of the Circular and the accompanying Form of Proxy have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm. The Board of DFS Furniture PLC remains committed to its policy of returning excess funds to shareholders and intends to continue with its share buy-back programme as set out in the Company's Preliminary Results announcement of 15 September 2022.
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Enquiries: |
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DFS: |
TULCHAN |
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Liz McDonald (Group Company Secretary) |
James Macey-White |
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Philip Hutchinson |
dfs@tulchangroup.com
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About DFS Furniture plc
The Group is the clear market-leading retailer of living room furniture in the United Kingdom. Our Group purpose is to bring great design and comfort into every living room, in an affordable, responsible and sustainable manner. We operate an integrated physical and digital retail network of living room furniture showrooms and web sites in the United Kingdom and Republic of Ireland, trading through our leading brands, DFS, Sofology and Dwell. We attract customers through our targeted and national marketing activities and our reputation for high quality products and service, breadth of product offer and favourable consumer financing options. We fulfil orders for our exclusive product ranges through our own three UK finished goods factories, and through manufacturing partners located in the UK, Europe and Far East, and delivered with care through our expert final-mile delivery service "The Sofa Delivery Company Limited"
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