Capital Reduction, Circular and Notice of GM
Summary by AI BETAClose X
25 September 2026
Trifast plc
(“Trifast” or the “Company”)
Proposed Capital Reduction, Publication of Circular and Notice of General Meeting
Trifast plc (LSE: TRI), the international specialist in the design, engineering, manufacture, and distribution of high-quality engineered fastenings, announces that a circular containing a Notice of General Meeting (the “Circular”) has today been published. The General Meeting will be held at Beamish Hall Hotel, Coppy Lane, Stanley, England, DH9 0YB at 10.00 a.m. on 14 October 2026.
The Circular sets out details of a proposed reduction of the Company’s capital (the “Capital Reduction”), which will support the Company’s ability to pay dividends and provide greater flexibility in respect of future dividends, together with a proposed amendment to the Company’s Articles of Association to modernise and expand the methods by which dividends may be paid (the “Articles Amendment”).
The Circular will be available on the Company’s website at www.trifast.com. The Circular and the Form of Proxy will also be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Hard copies of the Circular have been posted today to those shareholders who have elected to continue to receive documents in hard copy.
The expected timetable of principal events and a summary of the proposals are set out below.
Expected timetable of principal events
|
Publication of the Circular |
25 September 2026 |
|
Latest time and date for receipt of Forms of Proxy for the General Meeting |
10.00 a.m. on 12 October 2026 |
|
General Meeting |
10.00 a.m. on 14 October 2026 |
|
Expected date of initial directions hearing of the Court |
23 October 2026 |
|
Expected date of Court hearing to confirm the Capital Reduction |
17 November 2026 |
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Expected effective date of the Capital Reduction |
20 November 2026 |
Notes:
1. All references to times in this announcement are to London time.
2. The dates and times above are indicative only and may be subject to change. In particular, the dates of the Court hearings depend on the availability of the Court. Any changes will be notified by an announcement.
Background to, and reasons for, the Capital Reduction
Under the Companies Act 2006, the Company may, with the sanction of a special resolution passed by its shareholders and confirmation of the High Court of Justice of England and Wales (the “Court”), reduce or cancel its share capital, share premium account and other reserves. It may then apply the sums resulting from such reduction to its distributable reserves. These sums may then be treated as distributable for the purposes of making future returns to shareholders.
As at 23 September 2026, being the latest practicable date prior to the publication of the Circular, the balance on the Company’s merger reserve was £16,329,085. This amount arose principally from the Company’s placings of shares in June 2020 and does not form part of distributable reserves.
As at the same date, the balance on the Company’s share premium account was £22,587,008. Share premium forms part of the capital of the Company and arises on the issue of shares at a premium to their nominal value. The premium element is credited to the share premium account, which is a non-distributable reserve.
In order to achieve the Capital Reduction, it is first necessary to convert the amount standing to the credit of the merger reserve (or such lower amount as the directors may resolve) (the “Capitalisation Amount”) into share capital by issuing one new share (the “Capital Reduction Share”) with a nominal value equal to the Capitalisation Amount (the “Capitalisation Issue”). The Company will then seek the approval of the Court to cancel the Capital Reduction Share and to cancel the amount standing to the credit of the Company’s share premium account.
The Capital Reduction Share will have very limited rights. In particular, it will carry no rights to vote, no rights to participate in the profits of the Company and no rights to participate in the Company’s assets save on a liquidation. The Capital Reduction Share will not be transferable, subject to certain limited exceptions. It will have no market value due to its limited rights, and the Company expects that it will be cancelled shortly after the Capitalisation Issue.
Approval of the Capital Reduction Resolutions will not result in any change to the nominal value or number of the Company’s ordinary shares in issue, will have no impact on the Company’s cash position or net assets, and will not involve any repayment or distribution of capital by the Company.
Creditor protection
On the hearing of the Company’s application, the Court will be concerned to ensure that the Company’s creditors (including contingent creditors) are not prejudiced by the proposed Capital Reduction. The directors have undertaken an extensive review of the Company’s liabilities (including contingent liabilities) and consider that the Company will be able to satisfy the Court that the Company’s creditors will be sufficiently protected.
Effect of the Capital Reduction
Subject to any direction given by the Court in confirming the Capital Reduction, the effect of the Capital Reduction Resolutions, if approved by shareholders, will be to increase the Company’s distributable reserves by a sum equal to the nominal value of the Capital Reduction Share and the amount standing to the credit of the Company’s share premium account. The Capital Reduction will create distributable reserves but does not, of itself, authorise any specific application of those reserves.
The directors reserve the right to elect not to proceed with the proposed Capitalisation Issue and/or Capital Reduction if they believe that the terms required to obtain confirmation by the Court are unsatisfactory to the Company, or if the Board considers that to continue with the proposed Capitalisation Issue and/or Capital Reduction would be inappropriate or inadvisable or no longer in the best interests of the Company and its shareholders as a whole.
Articles Amendment
In addition to the Capital Reduction Resolutions, a resolution will be proposed to amend the Articles of Association of the Company to modernise and expand the methods by which dividends and other amounts may be paid, including by electronic transfer and through relevant settlement systems; to give the Board greater flexibility in determining payment methods; and to clarify the arrangements applying to joint holders, persons entitled by transmission, failed electronic payments and duplicate tax vouchers.
General Meeting and action to be taken
The General Meeting will be held at Beamish Hall Hotel, Coppy Lane, Stanley, England, DH9 0YB at 10.00 a.m. on 14 October 2026. Shareholders will be asked to consider and, if thought fit, pass the Resolutions as special resolutions. Special resolutions will be passed if 75 per cent. or more of the votes cast (in person or by proxy) at the General Meeting are in favour.
Shareholders who wish to vote on the Resolutions but are unable to attend the General Meeting are encouraged to complete the Form of Proxy and return it to the Company’s Registrar as soon as possible and, in any event, so as to be received not later than 10.00 a.m. on 12 October 2026 (or, in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting, excluding any part of a day which is not a working day).
Recommendation
The directors believe that the proposals set out in the Circular are in the best interests of the Company and its shareholders as a whole. Accordingly, the directors unanimously recommend that shareholders vote in favour of the Resolutions, as they intend to do in respect of their own beneficial shareholdings.
Enquiries:
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Trifast plc Iain Percival, Chief Executive Officer Kate Ferguson, Chief Financial Officer Christopher Morgan FCG, Company Secretary
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Office: +44 (0) 1825 747630 Email: corporate.enquiries@trifast.com Shareholders: companysecretariat@trifast.com |
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Singer Capital Markets (Joint Broker) Sara Hale Graham Hertrich Dan Ingram
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Tel: +44 (0) 207 496 3000 |
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Berenberg (Joint Broker) Harry Nicholas Ciaran Walsh Christopher Whitaker
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Tel +44 (0) 203 207 7800 |
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IFC Advisory (Financial PR & IR) Graham Herring Tim Metcalfe Zach Cohen |
Tel: +44 (0) 203 934 6632 |
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Editors' notes
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About Trifast plc (LSE Main listing: symbol: TRI)
In 2023, TR celebrated 50 years of business with a proud heritage of serving customers with engineered fastening supply chain solutions. Specialising in the design, engineering, manufacture, and distribution of high-quality engineered fastenings and Category 'C' components principally for major global assembly industries. As an international business we can provide customer support from across key regions in the UK & Ireland, Asia, Europe, and North America. In addition to our service locations, we operate manufacturing facilities focused on high volume cold forged fasteners and special parts. We have also established Engineering & innovation centres to support R&D and customer collaboration across the world. The Group supplies to customers in c.65 countries across a wide range of industries, including Automotive, Smart Infrastructure and Medical Equipment. As a full-service provider to multinational OEMs and Tier 1 companies spanning several sectors, we deliver comprehensive support to our customers across every requirement, from concept design through to technical engineering consultancy, manufacturing, supply management, and global logistics.
We have defined a clear purpose and vision: To sustainably drive our customers’ success by simplifying their fastener supply chain and supporting them in their technical requirements through our world-class engineering and manufacturing capabilities.
For more information, visit: TRIFAST PLC TRI Stock | London Stock Exchange website: www.trifast.com LinkedIn www.linkedin.com/company/tr-fastenings
Trifast, TR and TR Fastenings are registered trademarks of the Company LEI number: 213800WFIVE6RWK3CR22 |
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